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SERVICES AGREEMENT TO PROVIDE ACTUARIAL AND RELATED SERVICESSERVICES AGREEMENT THIS AGREEMENT, entered into this a / II- day of +-e-6.1-erita.4 , 2016 by and between the CITY OF CLEARWATER, a Florida municipal corporation, hereinafter referred to as "City, " P.O. Box 4748, Clearwater, Florida 33758 and Gabriel, Roeder, Smith & Company, a Florida corporation, hereinafter referred to as "GRS," 1 East Broward Blvd, Suite 505, Ft Lauderdale, Florida 33301. WHEREAS, the City administers a defined benefit pension plan that requires annual actuarial services for both funding and financial reporting purposes, in compliance with Governmental Accounting Standards Board (GASB) and State of Florida reporting requirements; and the City requires related services to include the preparation of annual employee benefit statements and other actuarial services and advice on a project or fee per hour basis as needed; and WHEREAS, GRS agrees to provide such required actuarial and related services; NOW THEREFORE, in consideration of the promises stated herein, the City and GRS mutually agree as follows: 1. SCOPE OF PROJECT. GRS agrees to provide actuarial and related services under the terms and conditions set forth in Request for Proposal (RFP) No. 50 -16, Actuarial and Related Services, and GRS' response dated October 18, 2016, including agreed upon exceptions to Terms and Conditions per Exhibit C — Exceptions to Terms and Conditions, and described in attached Exhibit A — Scope of Work. 2. TIME OF PERFORMANCE. The initial Contract Term shall commence on January 1, 2017 and end December 31, 2021. 3. COMPENSATION. The City will pay GRS a sum not to exceed $165,850 as described in attached Exhibit B — Fee Schedule, inclusive of all reasonable and necessary direct expenses, if applicable. The City may, from time to time, require changes in the scope of the project of GRS to be performed hereunder. Such changes, including any increase or decrease in the amount of GRS' compensation and changes in the terms of this Contract which are mutually agreed upon by and between City and GRS shall be effective when incorporated in written amendment to this Contract. 4. METHOD OF PAYMENT. GRS' invoices shall be submitted to the City for approval for payment on a Net 30 basis. The City agrees to pay after approval under the terms of the Florida Prompt Payment Act F.S. 218.70. The City's performance and obligation to pay under this Contract is contingent upon an annual appropriation of the City's budget. 5. NOTICES AND CHANGES OF ADDRESS. Any notice required or permitted to be given by the provisions of this Contract shall be conclusively deemed to have been received by a party hereto Page 2of6 on the date it is hand delivered to such party at the address indicated below (or at such other address as such party shall specify to the other party in writing), or if sent by registered or certified mail (postage prepaid) on the fifth (5th) business day after the day on which such notice is mailed and properly addressed. Gabriel, Roeder, Smith & Co. City of Clearwater Jeffrey Amrose Jay Ravins Team Leader / Senior Consultant Finance Director 1 East Broward Blvd., Suite 505 P.O. Box 4748 Fort Lauderdale, Florida 33301 Clearwater, Florida 33758 954 - 527 -1616 727 - 562 -4538 Telephone # Telephone # 954 - 525 -0083 727 - 562 -4535 Facsimile # Facsimile # 6. TERMINATION OF CONTRACT. Termination by the City is pursuant to RFP No. 50 -16 Terms and Conditions as amended by agreed upon exceptions per Exhibit C — Exceptions to Terms and Conditions. 7. INDEMNIFICATION AND INSURANCE. GRS agrees to comply with all terms, provisions, and requirements contained in RFP No. 50 -16, Actuarial and Other Services, as amended by agreed upon exceptions per Exhibit C — Exceptions to Terms and Conditions, made a part hereof as if said document were fully set forth at length herein. Page 3 of 6 8. PROPRIETARY MATERIALS. Upon termination of this Contract, GRS shall transfer, assign and make available to City or its representatives all property and materials in GRS' possession belonging to or paid for by the City. 9. INTERESTS OF PARTIES. GRS 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 and /or provision of services required under the terms and conditions of this Contract. 10. CONFORMANCE WITH LAWS. GRS agrees to comply with all applicable federal, state and local laws during the life of this Contract. 11. ATTORNEY FEES. In the event that either party seeks to enforce this Contract through attorneys at law, then the parties agree that each party shall bear its own attorney fees and costs. 12. GOVERNING LAW AND VENUE. The laws of the State of Florida shall govern this Contract, and any action brought by either party shall lie in Pinellas County, Florida. 13. PUBLIC RECORDS. In addition to all other contract requirements as provided by law, GRS agrees to comply with public records law. GRS's agreement to comply with public records law applies specifically to: Page 4of6 a) Keep and maintain public records required by the City to perform the service being provided by GRS hereunder. b) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if GRS does not transfer the records to the City. d) Upon completion of the contract , transfer, at no cost, to the City all public records in possession of GRS or keep and maintain public records required by the City to perform the service. If GRS transfers all public records to the City upon completion of the contract, GRS shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If GRS keeps and maintains public records upon completion of the contract, GRS shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. Page 5 of 6 IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set forth above. (If approved by Trustees) CITY OF CLEARWATER EMPLOYEES' PENSION FUND Countersigned: By: ''Cte0r1Q (\Cr At S George N. Cretekos Chairperson App oved as to form t ew Smit Assistant City ttorney Attest: Print Name: Secretary Attest: Rosemarie Call City Clerk Gabriel, Roeder, Smith & Company By: a-71 Print : Jcf.F AMn;E Title: Tali', L e4E,JL• Page 6 of 6 Exhibit A — Scope of Work SCOPE OF WORK — ACTUARIAL AND RELATED SERVICES. Annually: 1) Prepare and provide actuarial valuation report for the Plan for funding purposes as of January 1st by April 1st annually. Twelve hard copies and one electronic PDF version are to be provided. 2) Provide information to satisfy GASB 67/68 accounting and financial reporting requirements, using the current fiscal year -end as the measurement date for current year reporting, and using data from the most recent January 1st actuarial valuation. This information is to be provided by February 1st annually. Timeliness of this information is critical given the use of current fiscal year -end for the measurement date. One electronic PDF version is to be provided. 3) Provide disclosure reports to satisfy requirements of Chapter 112.664 Florida Statutes by May 15th annually. One electronic PDF version is to be provided. 4) Prepare and provide individual employee benefit statements by May 31st annually. The benefit statements, to be distributed to employees, should include such information as projected plan benefits, employee contributions, accrued plan benefits, date of 100% vesting, etc. Statements are to be provided electronically in PDF format. 5) Prepare and provide "Actuarial Confirmation of the Use of State Moneys" per State of Florida Division of Retirement requirements per provisions of sections 175.351 and 185.35, Florida Statutes, as amended by Chapter 99.1, Laws of Florida. To be provided by March 15th annually. Related services: 1) Prepare and provide an experience study to evaluate current actuarial assumptions and methods used by the Plan and recommend changes as appropriate, including the financial effect of proposed changes. One experience study is expected during the five year term of this agreement. 2) Provide pension buy -back calculations, responses to inquiries from the State of Florida Division of Retirement, and other actuarial advice and calculations as requested. Exhibit B - Fee Schedule Annual Pension Plan Actuarial Valuation for Funding Purposes, including annual employee benefit statements and attendance at the April Pension Trustees' meeting to present results *: $ 18,500 Annual Pension Plan Actuarial Report for Fiscal Year -End Financial Reporting Purposes, including all applicable GASB and State of Florida annual reporting requirements: $ 5,500 Annual Reporting Requirements per Chapter 112.664 Florida Statutes: $ 3,000 Five -Year Experience Study including separate analysis of the experience for hazardous versus non - hazardous members: $ 22,500 Actuarial Impact Statements, Studies, and Other Calculations, as requested: Hourly Rates ** Title Standard Hourly Rates Senior Consultant $354 - $454 Consultant $278 - $332 Senior Actuarial Analyst $220 - $272 Actuarial Analyst $172 - $202 Administrative Assistant $126 - $140 * The fees for actuarial valuations are applicable for 2017. Fees for subsequent actuarial valuations will be increased by the change in the CPI -U index from December of one year to December of the next year, not to exceed 3% per year. ** The hourly rates are applicable through June 2017. The rates are updated annualy each July 1st, generally to reflect inflation and changes in the cost of overhead. Based on current inflation forecasts, these rates are not expected to increase by more than 3% annually for the term of the contract. Exhibit C — Exceptions to Terms and Conditions Gabriel Roeder Smith & Company Agreement - Exceptions relating to the Terms and Conditions Addition to S.13 re Public Records: j) The City understands, acknowledges and agrees that (i) GRS is providing services which cannot be performed by the City and (ii) subject to Chapter 119, Florida Statutes, internal work papers, proprietary information, source code, and software may not be public records. Addition to S.20 Termination for Convenience: GRS may also cancel the contract with 30 days written notice to the City for any of the following reasons: 1) the City, the Board, or one or more plan participants or beneficiaries, or the State has filed a lawsuit against GRS in a matter related to the City, its participants, or its beneficiaries, 2) a member of the City's Pension Board or Staff has been found guilty of criminal or civil breach of fiduciary responsibility or other severe wrongdoing with respect to the City or GRS, or 3) a member of the City or Staff demands that GRS take actions deemed by GRS Management to be unethical or illegal. GRS may otherwise cancel the contract upon giving 90 days written notice to the City. Revision to S.25 Indemnification /Liability, section a: a. GRS agrees to indemnify the City for the actual amount of all direct losses the City suffers due to gross negligence, error, or willful misconduct on the part of GRS in performing the services hereunder in an amount not to exceed $1,000,000. In the event of disputes, both parties to this contract agree to waive their right to a jury trial and that any claims or dispute arising out of this agreement, will be submitted to mandatory binding arbitration before an arbitrator in good standing with the American Arbitration Association. The City must notify GRS of any lawsuit, complaint, or other situation for which indemnification may be sought within six (6) months of the date the City is notified of the matter. The City agrees to indemnify, defend and hold harmless GRS for third party claims to the extent that such third party claims would cause the aggregate damages to exceed $1,000,000 and the claims are found to result from the sole negligence of the City, its governing body, or its employees. This indemnification shall not be construed to be an indemnification for the acts or omissions of third parties, independent contractors or third party agents of the City. This indemnification shall not be construed as a waiver of the City's sovereign immunity, and shall be interpreted as limited to only such traditional liabilities for which the City could be liable under the common law interpreting the limited waiver of sovereign immunity. Any claims against the City must comply with the procedures found in §768.28, Florida Statues. In order to comply with the requirements of §129.06, Florida Statutes, and Article VII, section 10 of the Florida Constitution, the value of this indemnification is limited to the lesser of the amount payable by either party under the substantive provisions of this Agreement, or the limitations of §768.28, Florida Statutes. In addition, this indemnification shall be construed to limit recovery by the indemnified party against the City to only those damages caused by City's sole negligence, and specifically not include any attorney's fees or costs associated therewith. Furthermore, the City shall indemnify GRS against third party derivative lawsuits, to the extent that such lawsuits result in a judgment payable to the City. In no event will GRS be liable to the City for any indirect, incidental, special, consequential, exemplary or reliance damages (including, without limitation, lost business opportunities or lost sales or profits) arising out of GRS' services to the City, regardless of whether GRS is advised of the likelihood of such damages. Additional Section Requested... Third Party Dealings: Except as may be required by law or legal process, GRS will not provide information related to the City to third parties except with the permission of, and under the specific direction of, the City. By giving such direction and permission, the City agrees to indemnify, defend, and hold harmless GRS, or to require such third party to indemnify GRS, with respect to any such third party's use of GRS work products. GRS shall not review any third party work product except under the specific written direction of the City to do so, and only for reasonable compensation. Such review if undertaken shall be limited to those areas in which GRS has expertise, and shall specifically exclude conclusions related to income tax, investment matters, and legal matters.