HomeMy WebLinkAboutR-98-0136J-98-71
2/2/98
98- 136
RESOLUTION NO.
A RESOLUTION, WITH ATTACHMENT, AUTHORIZING THE
CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES
AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM,
WITH WILLIAM M. MERCER, INC., PURSUANT TO
RESOLUTION NO.98-32, TO PROVIDE ACTUARIAL SERVICES
TO THE CITY OF MIAMI FOR THE FISCAL YEAR 1997/1998, IN
AN AMOUNT NOT TO EXCEED $45,000; ALLOCATING FUNDS
THEREFOR FROM NON -DEPARTMENTAL ACCOUNTS, NO.
001000.921.6.930.
WHEREAS, the City of Miami has need of actuarial services to make estimates of the cost
impact of any benefit changes resulting from pension plan negotiations; and
WHEREAS, the City of Miami has need of actuarial services in conjunction with the
annual valuations of the City's pension plans; and
WHEREAS, William R. Mercer, Inc. has provided these services to the City for several
years; and
WHEREAS, the City Commission on January 13, 1998 pursuant to Resolution No. 98-32
authorized the City Manager to execute a Professional Services Agreement, in a form acceptable
to the City Attorney in the amount of $45,000, with funds therefor hereby allocated from Non -
Departmental Accounts, No. 001000.9211122.6.930;
ATTACHMENT (S)
� CONiA1NED
Crry COMMSION
m1 7 G OF
FEB 10 1998
F"obtam No.
98- 136
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
hereby adopted by reference thereto and incorporated herein as if fully set froth in this Section.
Section 2. The City Manager is hereby authorized to execute a Professional Services
Agreement, in substantially the attached form, with William M. Mercer, Inc. pursuant to
Resolution No. 98-32, to provide actuarial services to the City of Miami for the Fiscal Year
1997/1998, in an amount not to exceed $45,000, with funds therefor hereby allocated from
Non -Departmental Accounts, No. 001000.921122.6.930.
Section 3. This Resolution shall become effective immediately upon its adoption.
PASSED AND ADOPTED this 10 th day of February , 1998.
Ali
.'. �W
XAVIER AREZ, MAYOR
2
918- 136
PREPARED AND APPROVED BY:
G Z-S AS
ASSIS ANT CITY ATTORNEY
W2169:CSK:ORS
APPROVED AS TO FORM AND
CORRECTNESS:
J EL EDWARD LL
TERIM CITY ATT RNEY
98- 136
PROFESSIONAL SERVICES AGREEMENT
This Agreement is entered into this day of , 1998 (but effective as of
October 1, 1997 ) by and between the City of Miami, a municipal corporation of the State of
Florida ("City") and William M. Mercer, Incorporated, a Delaware corporation ("Consultant")
112Fr'FTA1r..Q-
A. The City is in need of actuarial Consulting Services, (for its Labor Relations
Department) ("Services").
B. Consultant possesses all necessary qualifications and expertise to perform the
Services.
C. The City wishes to engage the services of Consultant, and Consultant wishes to
perform the services for the City.
D. The Commission of the City of Miami, by Resolution No. 98-32, adopted on
January 13, 1998, authorized the City Manager to execute a contract with Consultant under the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, Consultant and the City agree as follows:
TERMS:
1. RECITALS: The recitals are true and correct and are hereby incorporated into and made
a part of this Agreement.
2. TERM: The term of this Agreement shall be one ( 1 ) year, commencing on the
effective date hereof.
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3. OPTION TO EXTEND: The City shall have the right to extend the term hereof for
a period of two ( 2 ) additional years, subject to availability and appropriation of funds and City
Commission approval.
4. SCOPE OF SERVICE:
A. Consultant agrees to provide the Services as specifically described, and subject to
the special terms and conditions set forth in Attachment "A" hereto, which by this reference is
incorporated into and made a part of this Agreement.
B. Consultant represents and warrants to the City that: (i) it possesses all
qualifications, licenses and expertise required for the performance of the Services; (ii) it is not
delinquent in the payment of any sums due the City, including payment of permits fees,
occupational licenses, etc., nor in the performance of any obligations to the City, (iii) all
personnel assigned to perform the Services are and shall be, at all times during the term hereof,
fully qualified and trained to perform the tasks assigned to each; and (iv) the Services will be
performed in the manner described in Attachment "A".
5. COMPENSATION:
A. The amount of compensation payable by the City to Consultant shall be based on
the rates and schedules described in Attachment "B" hereto, which by this reference is
incorporated into this Agreement; provided, however, that in no event shall the amount of
compensation exceed $45,000[per year].
B. Unless otherwise specifically provided in Attachment "B", payment shall be made
within forty five (45) days after receipt of Consultant's invoice, which shall be accompanied by
sufficient supporting documentation and contain sufficient detail, to allow a proper audit of
expenditures, should City require one to be performed. If Consultant is entitled to
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reimbursement of travel expenses {i.e. Attachment `B" includes travel expenses as a specific
item of compensation], then all bills for travel expenses shall be submitted in accordance with
Section 112.061, Florida Statutes.
6. OWNERSHIP OF DOCUMENTS: Consultant understands and agrees that any
information, document, report or any other material whatsoever which is given by the City to
Consultant or which is otherwise obtained or prepared by Consultant pursuant to or under the
terms of this Agreement is and shall at all times remain the property of the City. Consultant
agrees not to use any such information, document, report or material for any other purpose
whatsoever without the written consent of City, which may be withheld or conditioned by the
City in its sole discretion..
7. AUDIT AND INSPECTION RIGHTS:
A. The City may, at reasonable tunes, and for a period of up to three (3) years
following the date of final payment by the City to Consultant under this Agreement, audit , or
cause to be audited, those books and records of Consultant which are related to Consultant's
performance under this Agreement. Consultant agrees to maintain all such books and records at
its principal place of business for a period of three (3) years after final payment is made under
this Agreement.
B. The City may, at reasonable times during the term hereof, inspect Consultant's
facilities and perform such tests, as the City deems reasonably necessary, to determine whether
the goods or services required to be provided by Consultant under this Agreement conform to the
terms hereof, if applicable. Consultant shall make available to the City all reasonable facilities
and assistance to facilitate the performance of tests or inspections by City representatives. All
tests and inspections shall be subject to, and made in accordance with, the provisions of Section
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18-55.2 of the Code of the City of Miami, Florida, as same may be amended or supplemented,
from time to time.
8. AWARD OF AGREEMENT: Consultant represents and warrants to the City that
it has not employed or retained any person or company employed by the City to solicit or secure
this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee,
commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection
with, the award of this Agreement.
9. PUBLIC RECORDS: Consultant understands that the public shall have access, at
all reasonable times, to all documents and information pertaining to City contracts, subject to the
provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public
to all documents subject to disclosure under applicable law. Consultant's failure or refusal to
comply with the provisions of this section shall result in the immediate cancellation of this
Agreement by the City.
10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Consultant
understands that agreements between private entities and local governments are subject to certain
laws and regulations, including laws pertaining to public records, conflict of interest, record
keeping, etc. City and Consultant agree to comply with and observe all applicable federal, state
and local laws, rules, regulations, codes and ordinances, as they may be amended from time to
time.
11. INDEMNIFICATION: Consultant shall indemnify, defend and hold harmless the
City and its officials, employees and agents (collectively referred to as "Indemnitees") and each
of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including
attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to
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or death of any person or damage to or destruction or loss of any property arising out of,
resulting from, or in connection with (i) the performance or non-performance of the services
contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in
whole or in part, by any act, omission, default or negligence (whether active or passive) of
Consultant or its employees, agents or subcontractors (collectively referred to as "Consultant"),
regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent
or contributing) by any act, omission, default or negligence (whether active or passive) of the
Indemnitees, or any of them or (ii) the failure of the Consultant to comply with any of the
paragraphs herein or the failure of the Consultant to conform to statutes, ordinances, or other
regulations or requirements of any governmental authority, federal or state, in connection with
the performance of this Agreement. Consultant expressly agrees to indemnify and hold harmless
the Indemnitees, or any of them, from and against all liabilities which may be asserted by an
employee or former employee of Consultant, or any of its subcontractors, as provided above, for
which the Consultant's liability to such employee or former employee would otherwise be
limited to payments under state Workers' Compensation or similar laws.
12. DEFAULT: If Consultant fails to comply with any term or condition of this
Agreement, or fails to perform any of its obligations hereunder, then Consultant shall be in
default. Upon the occurrence of a default hereunder the City, in addition to all remedies
available to it by law, may immediately, upon written notice to Consultant, terminate this
Agreement whereupon all payments, advances, or other compensation paid by the City to
Consultant while Consultant was in default shall be immediately returned to the City. Consultant
understands and agrees that termination of this Agreement under this section shall not release
Consultant from any obligation accruing prior to the effective date of termination. Should
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36
Consultant be unable or unwilling to commence to perform the Services within the time provided
or contemplated herein, then, in addition to the foregoing, Consultant shall be liable to the City
for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as
all costs and expenses incurred by the City in the re -procurement of the Services, including
consequential and incidental damages.
13. RESOLUTION OF CONTRACT DISPUTES: Consultant understands and agrees
that all disputes between Consultant and the City based upon an alleged violation of the terms of
this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to
Consultant being entitled to seek judicial relief in connection therewith. In the event that the
amount of compensation hereunder exceeds $4,500, the City Manager's decision shall be
approved or disapproved by the City Commission. Consultant shall not be entitled to seek
judicial relief unless: (i) it has first received City Manager's written decision, approved by the
City Commission if the amount of compensation hereunder exceeds $4,500; or (ii) a period of
sixty (60) days has expired, after submitting to the City Manager a detailed statement of the
dispute, accompanied by all supporting documentation (90 days if City Manager's decision is
subject to City Commission approval); or (iii) City has waived compliance with the procedure
set forth in this section by written instruments, signed by the City Manager.
14. CITY'S TERMINATION RIGHTS:
A. The City shall have the right to terminate this Agreement, in its sole discretion, at
any time, by giving written notice to Consultant at least five (5) business days prior to the
effective date of such termination. In such event, the City shall pay to Consultant compensation
for services rendered and expenses incurred prior to the effective date of termination. In no event
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shall the City be liable to Consultant for any additional compensation, other than that provided
herein, or for any consequential or incidental damages.
B. The City shall have the right to terminate this Agreement, without notice or
liability to Consultant, upon the occurrence of an event of default hereunder. In such event, the
City shall not be obligated to pay any amounts to Consultant and Consultant shall reimburse to
the City all amounts received while Consultant was in default under this Agreement.
15. INSURANCE: Consultant shall, at all times during the term hereof, maintain such
insurance coverage as may be required by the City. All such insurance, including renewals, shall
be subject to the approval of the City for adequacy of protection and evidence of such coverage
shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force
and effect and providing that it will not be canceled during the performance of the services under
this contract without thirty (30) calendar days prior written notice to the City. Completed
Certificates of Insurance shall be filed with the City 'prior to the performance of services
hereunder, provided, however, that Consultant shall at any time upon request file duplicate
copies of the policies of such insurance with the City.
If, in the judgment of the City, prevailing conditions warrant the provision by Consultant
of additional liability insurance coverage or coverage which is different in kind, the City reserves
the right to require the provision by Consultant of an amount of coverage different from the
amounts or kind previously required and shall afford written notice of such change in
requirements thirty (30) days prior to the date on which the requirements shall take effect.
Should the Consultant fail or refuse to satisfy the requirement of changed coverage within thirty
(30) days following the City's written notice, this Contract shall be considered terminated on the
date the required change in policy coverage would otherwise take effect.
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16. NONDISCRIMINATION: Consultant represents and warrants to the City that
Consultant does not and will not engage in discriminatory practices and that there shall be no
discrimination in connection with Consultant's performance under this Agreement on account of
race, color, sex, religion, age, handicap, marital status or national origin. Consultant further
covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex,
religion, age, handicap, marital status or national origin, be excluded from participation in, be
denied services, or be subject to discrimination under any provision of this Agreement.
17. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT
PROGRAM: The City has established a Minority and Women Business Affairs and
Procurement Program (the "M/WBE Program") : designed to increase the volume of City
procurement and contracts with Blacks, Hispanic and Women -owned business. The M/WBE
Program is found in Ordinance No. 10062, a copy of which has been delivered to, and receipt of
which is hereby acknowledged by, Consultant. Consultant understands and agrees that the City
shall have the right to terminate and cancel this Agreement, without notice or penalty to the City,
and to eliminate Consultant from consideration and participation in future City contracts if
Consultant, in the preparation and/or submission of the Proposal, submitted false of misleading
information as to its status as Black, Hispanic and/or Women owned business and/or the quality
and/or type of minority or women owned business participation.
18. ASSIGNMENT: This Agreement shall not be assigned by Consultant, in whole or in
part, without the prior written consent of the City's, which may be withheld or conditioned, in
the City's sole discretion.
19. NOTICES: All notices or other communications required under this Agreement shall
be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return
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CoM:Ken KentPSAFonnV11(a)-(Corp).doc 8
receipt requested, addressed to the other party at the address indicated herein or to such other
address as a party may designate by notice given as herein provided. Notice shall be deemed
given on the day on which personally delivered; or, if by mail, on the fifth day after being posted
or the date of actual receipt, whichever is earlier.
TO CONSULTANT:
William M. Mercer, Incorporated
One Lafayette Center
1120 20* Street, NW, Suite 800
Washington, DC 20036
20. MISCELLANEOUS PROVISIONS:
TO THE CITY:
City of Miami
3500 Pan American Drive
Miami, Fl. 33133
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida.
B. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver
of any subsequent breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to
conform with such laws, or if not modifiable, then same shall be deemed severable, and in either
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event, the remaining terms and provisions of this Agreement shall remain unmodified and in full
force and effect or limitation of its use.
E. This Agreement constitutes the sole and entire agreement between the parties
hereto. No modification or amendment hereto shall be valid unless in writing and executed by
properly authorized representatives of the parties hereto.
21. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors, or assigns.
22. INDEPENDENT CONTRACTOR: Consultant has been procured and is being
engaged to provide services to the City as an independent contractor, and not as an agent or
employee of the City. Accordingly, Consultant shall not attain, nor be entitled to, any rights or
benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally
afforded classified or unclassified employees. Consultant further understands that Florida
Workers' Compensation benefits available to employees of the City are not available to
Consultant, and agrees to provide workers' compensation insurance for any employee or agent of
Consultant rendering services to the City under this Agreement.
23. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the
availability of funds and continued authorization for program activities and the Agreement is
subject to amendment or termination due to lack of funds, reduction of funds and/or change in
regulations, upon thirty (30) days notice.
24. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and
only agreement of the parties relating to the subject matter hereof and correctly set forth the
rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Agreement are of no force or effect.
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25. COUNTERPARTS: This Agreement may be executed in two or more counterparts,
each of which shall constitute an original but all of which, when taken together, shall constitute
one and the same agreement.
26. APPROVAL BY THE OVERSIGHT BOARD: The State of Florida has appointed an
Emergency Financial Oversight Board (the "Oversight Board") which is empowered to review
and approve all pending City of Miami contracts. As a result, contracts shall not be binding on
the City until such time as they have been approved by the Oversight Board. Execution of this
Agreement by the City Manager shall constitute evidence of its approval by the Oversight
27. SPECIAL INSURANCE AND INDEMNIPICATION RIDER: Please initial if
applicable: ❑ ❑
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their respective officials thereunto duly authorized, this the day and year above
written.
ATTEST:
Walter Foeman, City Clerk
"City"
CITY OF NU AMI, a municipal
corporation
By:
Jose Garcia -Pedrosa, City Manager
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ATTEST:
Print Name:
Title: Corporate Secretary
Print Name:
Title: Witness
APPROVED AS TO FORM AND
CORRECTNESS:
JOEL EDWARD MAXWELL
Interim City Attorney W-1
"Consultant"
William M. Mercer, Incorporated,
a Delaware corporation
By:
Print Name:
Title: Principal
APPROVED AS TO INSURANCE
UQ NTS
MARIO SOLDEVILLA
Administrator
Risk Management
CaM:Ken KentPSAFormVII(a)-(Corp).doc 12
98- 136
ATTACHEMENT "A"
The Consultant shall provide the following professional services as part of this Agreement, as
needed:
1. Assist the City Administration the preparation of policies related to the City's pension plans
and retirement related expenses including the staffing and technological needs for
administration of benefits.
2. Present an explain pension policies to the City Commission.
3. Prepare special actuarial reports for both City pension plans.
4. Analyze and explain to the City Administration and City Commission actuarial requirements
as proposed by both pension plans.
5. Prepare funding alternatives for the City's pension plans and other post retirement benefits.
6. Assist the City Administration in complying with the requirements of Florida's Public
Employee's Retirement Benefits Act.
7. Keep City Administration informed on Federal and State laws affecting pension plans and
other post retirement benefits.
8. Provide expert testimony in litigation's related to pension matters including, but not limited
to, methodology and soundness of pension systems.
9. Other actuarial -related activities and additional work as required by the City Manager.
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ATTACHMENT "B"
A. The City shall pay the Consultant, as compensation for the services required pursuant to
Section II hereof, a fee not to exceed Forty-five Thousand Dollars ($45,000), to be calculated
and billed upon a time -and -expense basis based on the Consultant's standard hourly rate
schedules and expense charges which, at this date, are approximately as follows:
1. Professional fees - hourly rates
October 1, 1997 - September 30, 1998
Chief Actuary/Attorney
$ 300
Consultant/Actuary 165 - 250
Secretary/Clerical
$ 90
2. Technology charges - A ten percent (10%) charge will be added to all hourly charges
for technology which will include computer processing; efforts relating to generalized
sub -routine development and analysis, training terminal maintenance, record keeping,
auditing of invoice charges, management, etc.
3. Additional expense costs not included in professional fees (other than computer
charges) - 100% of the cost for travel is charged directly to the client account without
additional margin.
B. Such fee shall be paid upon submission by the Consultant of monthly billings; such monthly
billings shall be paid within fifteen (15) days of submission by the Consultant. The City
shall have the right to review and audit the time records and related records of the Consultant
pertaining to any such billings.
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C. Notwithstanding the above rates or the time and cost involved, the Consultant shall be
reimbursed for attending meetings in Miami at a cost not to exceed one thousand dollars
($1,000) for any one meeting.
D. The consultant and the City hereby agree that the maximum amount payable under this
contract shall not exceed forty-five thousand dollars ($45,000), and that any party may
immediately and ant any time terminate this Agreement when the costs hereinabove reaches
forty-five thousand dollars.
E. City shall have the right to review and audit the time records and related records of
Consultant pertaining to any payment by the City.
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CORPORATE RESOLUTION
WHEREAS, William M. Mercer, Incorporated desires to enter into an agreement
with the City of Miami; and
WHEREAS, the Board of Directors at a duly held corporate meeting has
considered the matter in accordance with the By -Laws of the corporation;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS
that the president, , is hereby authorized and instructed to
enter into a contract in the name and on behalf of this corporation with the City of Miami
upon the terms contained in the proposed contract to which this resolution is attached.
DATED this day of , 19
Corporate Secretary
Chairperson of the Board of Directors
(Affix Corporate Seal)
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TO Honorable Mayor and Members
of the City Commission
FROM: Jose Garcia -Pedrosa
City Manager
RECOMMENDATION
CITY OF MIAMI, FLORIDA CAml 8
INTER -OFFICE MEMORANDUM
DATE : January 21, 1998
FILE :
SUBJECT: Approval of Professional Services
Agreement for Actuarial Services
REFERENCES:
ENCLOSURES:
It is requested that the City Commission authorize the City Manager to execute the attached
Professional Services Agreement with the firm of William M. Mercer to provide actuarial
services to the City of Miami for the 1997/98 Fiscal Year.
BACKGROUND
At the City Commission meeting on January 13, 1998, Resolution No. 98-32 was approved by
the City Commission as Consent Agenda Item No. 36 authorizing the City Manager to execute a
Professional Services Agreement, in a form acceptable to the City Attorney, with William R.
Mercer. The Professional Services Agreement with William R. Mercer provides for actuarial
services to the City of Miami in conjunction with the annual valuations of the two pension
systems and to assist the City in costing proposals relating to pension benefits. The firm has the
information on the City's pension system in-house and will not require any data collection and
input time in order to respond to requests. The contract amount has been $50,000 for the last five
years and has been reduced to $45,000 for this fiscal year.
The attached Professional Services Agreement has been submitted to provide the City
Commission with the final agreement for review prior to execution by the City Manager.
Funding is available from Non -departmental Account Code No. 001000.921122.6.930.
rii�) JRG:RSW
98- 136