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HomeMy WebLinkAboutFoster & Foster - 2024-08-28 (2) PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND FOSTER&FOSTER FOR ACTUARIAL SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and, FOSTER & FOSTER, a hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to perform a actuarial services; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Doug Pryor who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 24-15132/349638 05/19-204133 1 of 12 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on8//Zg, 2024 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than two (2) years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed One Hundred Thousand Dollars ($100,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional 24-15132/349638 05/19-204133 2 of 12 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS,ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall 24-15132/349638 05/19-204133 3 of 12 apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. B. To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above: "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 24-15132/349638 05/19-204133 4 of 12 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above- mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not 24-15132/349638 05/19-204133 5 of 12 effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 24-15132/349638 05/19-204133 6 of 12 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 24-15132/349638 05/19-204133 7 of 12 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Foster&Foster ATTN: Chief Financial Officer ATTN: Doug Pryor 2000 Main Street 411 Borel Avenue, Suite 620 Huntington Beach, CA 92648 San Mateo, CA 94402 24-15132/349638 05/19-204133 8 of 12 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section,paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act 24-15132/349638 05/19-204133 9 of 12 contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24-15132/349638 05/19-204133 10 of 12 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, 24-1 5 1 3 2/3 4963 8 05/19-204133 11 of 12 promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSUILT,ANT, CITY OF HUNTINGTON BEACH, Fos-TR 8d F E a municipal corporation of the State of Ca 1 ifornia By: City Manager p intn me�c� INITIATED AND APPROVED: ITS: (circle one)Chairman/ resid tNice President AND Chief Financial Officer By, ti ,,, APPROVED AS TO FORM: fa-tii`ex..... r Cre print name City Attorney ITS: (circle one SecretaryGChiefFinancialOfficer/Asst. Secretary—Treasurer Date RECEIVE AND FILE: COUNTERPART City Clerk Date 24-15132/349638 12 of 12 05/19-204133 promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNT ON ACH, FOSTER&FOSTER a muni 'pal core ration oft State of C ornia By: 1 y Manager print name INITIATED AND APPROVED: ITS: (circle one)Chairman/President/Vice President AND '�/ Chief Fi cial Officer By: APPROV ORM: print name y Attorney ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer Date RECEIVE AND FILE: COUNTERPART 9,67/22441,444) City Clerk Date �I� /, 24-15132/349638 05/19-204133 12 of 12 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Actuarial Services B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: Foster&Foster prepared June 30, 2023 valuations for the 2 plans' funded status and actuarially determined contributions (ADC)for fiscal years 2024/25 and 2025/26. These valuations will be used as the basis for the GASBS 67/68 and 75 accounting information for fiscal years 2023/24 and 2024/25. The June 30, 2025 valuations will provide the Plans' June 30, 2025 funded status and actuarially determined contributions (ADC)for fiscal years 2026/27 and 2027/28 and the basis for the GASBS 67/68 and 75 accounting information for fiscal years 2025/26 and 2026/27. Each valuation will include a meeting with the City(via video conference call)to review results, including: ❑ Historical valuation results, asset information including returns and demographic information ❑ Gain and loss analysis with changes in the Actuarial Accrued Liability since the prior valuation ❑ Long term contribution and benefit payout projection ❑ All results provided separately for Safety and Miscellaneous groups(for the OPEB plan) ❑ Statistical comparison of City results with other Foster&Foster OPEB valuations ❑ Detailed participant statistics, including summary of healthcare plan and coverage elections. C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: EXHIBIT A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: SEE ATTACHED EXHIBIT B B. Travel. Charges for time during travel are not reimbursable C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 1 Exhibit B 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B EXHIBIT B Sunny HanAEI August 9,2024 Page 2 Fees/Timing Our fees and timing for the next 3 years are as follows: Project Approximate Fee Timing Supplemental Retirement Plan • GASBS 67 &68 accounting report for 2024/25 August 2025 $ 2,800 • 6/30/2025 full"funding"valuation and meeting October/November 2025 17,300 • GASBS 67 &68 accounting report for 2025/26 August 2026 2,850 ■ GASBS 67 &68 accounting report for 2026/27 August 2027 2,900 Retiree Healthcare Plan • GASBS 75 accounting report for 2024/25 August 2025 2,800 ■ 6/30/2025 full"funding"valuation and meeting, and October/November CERBT valuation packet 2025 28,600 • GASBS 75 accounting report for 2025/26 August 2026 2,850 • GASBS 75 accounting report for 2026/27 August 2027 2,900 Subtotal: Actuarial Valuations for 3 years 63,000 As-Needed Consulting Services (not-to-exceed fee cap) 37,000 Total 100,000 Please note that our fee quote assumes: • Hourly rates, for as-needed actuarial consulting services and any out-of-scope valuation work, generally increase each year with CPI: 2024 Hourly Position Rates Senior Consulting Actuary $425 Consulting Actuary 350 Actuary 250 Actuarial Analyst 210 Administrative Support 150 • The City has made no changes to its retiree healthcare plan or healthcare providers since the last actuarial valuation as of June 30,2023. • Participant census data requested will be provided completely and accurately in an Excel workbook with 1 record per participant and all requested plan,financial, and census information will be internally consistent.The CalPERS OPEB data extract will be used as the basis for Safety Retiree Healthcare reporting. Any changes in the data(census, financial,funding strategy, or plan) after work has begun may result in additional fees. • Costs and liabilities will be provided using 1 funding method and 1 set of assumptions. Our valuation fees will be higher if: • Results are needed separately for additional employee groups. • Results are needed for alternative plan designs or funding strategies. 411 Sorel Avenue,Suite 620 San Mateo,CA 94402 • (650)377-1600 • www.foster-foster.com Sunny Han August 9,2024 temA4 Page 3 • The City requests additional meetings. We will base our fee for additional meetings on our billing rates and the time needed for the meetings and preparation. • Assistance is needed with footnotes under GASBS 75 and 68 beyond our GASBS 75 and 68 reports (which will contain all actuarial related information needed for footnotes). Valuation Timing Normally,the funding valuation results meeting is set about 8 weeks after we receive all the requested information and the City replies to any questions we may have after our initial review of the requested data. GASBS 67/68 and 75 reports will be completed approximately 2-3 weeks after year-end information is received. Please email me(doug.pryor@foster-foster.com) or Katherine(katherine.moore@foster-foster.com)with any questions. Sincerely, Doug Pryor Senior Consulting Actuary c: Katherine Moore,Foster&Foster L:\HuntingtonBeachCity\Fee_Letters\2024W&F HuntingtonBeachCi 24.08-09 Actuarial services fee letter.docx 411 Borel Avenue,Suite 620 San Mateo,CA 94402 • (650)377-1600 • www.foster-foster.com 1/(:17( 1 ____.•..', FOSTE-2 OP ID: JV ,.CORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) illbee, 08/23/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 239-437-5555 CONTACT Paul G Atkinson PRODUCER _NAME: Atkinson &Assoc.Insurance PHONE 239-437-5555 IFAX 239-689-3826 1537 Brantley Rd,Bldg C (AJc,No,Ext): (AIC,,.No): Fort Myers,FL 33907DREss:patkinson@atkinsoninsurance.com Paul G.Atkinson A009536 INSURER(S)AFFORDING COVERAGE_. NAIC 8 INSURER A;Travelers Indemnity Company 25666 INSURED of America Foster and Foster Consulting Actuaries, Inc. INSURER C:Indian Harbor Insurance Co 36940 dha Foster&Foster,Inc. Travelers Excess&SL Co 29696 13420 Parker Commons Blvd#104 INSURERD: Fort Myers,FL 33912 INSURER E:Evanston Insurance Company 35378 INSURER F:Atlantic Specialty Lines,Inc. COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS I TR INsn wvn IMM1DD/YYYY1 !MMIDD/YYYY), E X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 I CLAIMS-MADE X OCCUR 3AA775888 04/17/2024 01/01/2025 DAMAGET(Faecc D 100,000 PREMISES(Fa9SLllRe[1GA) -----------__.__-- D X CYBER LIABILITY CYB10790987800 01/01/2024 01/01/2025 MED EXP(Anyone person) $ 5,000 F X CRIME-$1,000,000 MML-35098-24 $10K DED 04/17/2024 04/17/2025 PERSONAL&ADV INJURY $ Excluded GEN'L AGGREGATE LIMIT APP__LIE_S PER: GENERAL AGGREGATE $ 2,000,000 POLICY[-1 T of X OTHER:CYBER RET$10,000 CYB-EA CL s 3,000,000 COMBINED SINGLE LIMIT 1,000,000 A AUTOMOBILE LIABILITY (Ea accident) $ X ANY AUTO BA-9T746362-24-42-G 01/0112024 01/01/2025 BODILY INJURY(Per person) $ — OWNED SCHEDULED AUTOSRREE ONLY AUTOS yY BODILYO INJURY(Per accident' $___ X AUTOS ONLY X AUTOS ONLY (Perr accRdnRAMAGE $ S E UMBRELLA LIAB X OCCUR EACH OCCURRENCE S 5,000,000 X EXCESS LIAB CLAIMS-MADE EZXS3154652 04/17/2024 01/01/2025 AGGREGATE $ 5,000,000 DED I RETENTION S $ A WORKERS COMPENSATION X PER 0TH- AND EMPLOYERS LIABILITY STATUTE ER YIN ANY PROPRIETOR/PARTNER/EXECUTIVE y UB•8J390688-24-42-E 01/01/2024 01/01/2025 E.L.EACH ACCIDENT Sy 1,000,000 OFFICER/MEMBER EXCLUDED? [XJ NIA NO DEDUCTIBLE 1,000,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ _ If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below _ E.L.DISEASE-POLICY LIMIT $ C PROF LIAB E&O MPP 9037522 05 $250K DED 01/01/2024 01/01/2025 PL-EA CLM 5,000,000 PL-AGGREG 5,000,000 DESCRIPTION OF OPERATIONS!LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) APPROVED AS TO FOR \' \ MICHAEL E. GATES CITY ATTORNEY CERTIFICATE HOLDER CANCELLATIOtKI)Y ur I-tuNTIIQGTQN 1 >"ACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach Attn: Chief Financial Officer 2000 Main Street AUTHORIZEDREPRESENTATIVE Huntington Beach,CA 92648 -/� ,}! �� 1C�.t.tc. �s L ",tip�JyL ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD �U=-- City of Huntington Beach • z s e Business License P.G:Box 190 w ,tr, (714)536-5267 FAX(714)536-5934 Huntington-Beach, CA 92648-2702 - UNTO fiNi!. Sunny Han Chief Financial Officer FOSTER&FOSTER INC 13420 PARKER COMMONS BLVD STE 104 FORT MYERS, FL 33912 Dear Business Owner: Thank you for your payment. Attached is your City of Huntington Beach Business License certificate..Please note that approximately one month prior to the license expiration date,you will be mailed a renewal notice for the upcoming year. If for any reason your renewal notice does not arrive,you are still responsible for renewing and paying your business license prior to the expiration date. Penalties will be-incurred if the payment is not received by the expiration date. Please post the business license in public view. If you do not transact business from-a fixed location within the City,you must carry this license with you at all-times. If-a vehicle license-plate-number is displayed on the Business License certificate below,you must carry a copy of the certificate in that vehicle.- Please contact the Business-License office if there are any changes to:ownership, address, business name, business vehicle,_or type of business conducted.Additionally,please notify our office if you discontinue your business. The Gender Tax Repeal Act of 1995(Act)prohibits a business from discriminating based on a person's gender for prices of similar or like-kind goods and services. However,the Act does not prohibit price differences based on the amount of time,difficulty,or cost of providing the services. In addition to prohibiting discrimination based on a person's gender,the Act requires certain businesses to clearly and conspicuously disclose to_customers in writing the pricing for each standard service provided.The posting requirement applies to barbers and hair salons,tailors or businesses providing aftermarket clothing alterations,dry cleaners,and laundries providing services to individuals.To access the Department of Consumer Affairs-publication,please use the following webpage: https://www.barbercosmo.ca.gov/consumers/gender_policy.pdf. To access the publication in Korean,Spanish,Vietnamese, Traditional Chinese,Simplified Chinese,or Tagalog,please use the following webpage: https://www.dca.ca.gov/publications/index.shtml There are many resources available to our business owners. Listed below are a few that might be of interest and assistance to you. Office of Business Development-(714)536-5582 Service Corps of Retired Executives-1714)550-7369 Huntington Beach Chamber of Commerce-(714)536-8888 Fictitious Business Name Information-(714)834-2889 CA Department of Tax and Fee Administration-(949)440-3473 Community Development-(714)536-5271 If you have any questions, please call a Business License representative at(714)536-5267. City of Huntington Beach Business License License Number Business Name/Service Address- POST IN PUBLIC VIEW A314127 FOSTER& FOSTER INC Effective Date Nl'INGT oF� 04�;; 07/01/2024 Owner/Corporation ,°a Expiration Date FOSTER&FOSTER CONSULTING ACTUARIES INC - s 06/30/2025 License Type Amount Paid PROFESSIONAL SERVICES v�OUIjTY t`,r/¢� $110.80 THIS LICENSE IS ONLY FOR THE BUSINESS AND TYPE SHOWN. IT IS FOR THE PERSON TO WHOM ISSUED AND IS NON-TRANSFERABLE. RENEWAL IS DUE ON OR BEFORE THE EXPIRATION DATE. DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 • 0 rNo,�tr,�s" KY e nk, NI .n F 1 , Town of Los Gatos LProposal for Actu-arial Services- Bartel Associates,LLC 411 Borel Avenue, Suite 620 San Mateo, California 94402 Phone: 650-377-1600 October 27, 2021 DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 • DocuSign Envelope ID: 1129843A-3367-47F8-9EDA-3EF7540254C0 Contents Page Cover Letter Section 1 Project Understanding and-Plan 1 Section 2 Firm Profile and Experience 13 Section 3 Cost Proposal 15 Section 4 Conflict of Interest 18 Section 5 Exceptions 19 Attachment 1 Conflict of Interest Statement 20 Attachment 2 Non-Collusion Declaration 22 Attachment 3 References 23 Attachment 4 Statement Regarding Insurance Coverage and Worker's Compensation 25 DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 • DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 a 1 f t y i .. _ October 27,2021 Stephen Conway Finance Director Town of Los Gatos Finance-Department 110 E.Main Street Los Gatos, CA 95030 Re: Request for Proposals forActuarial Services Dear Mr.Conway: • We are pleased to provide our response to the Town of Los Gatos'Request for Proposals for Actuarial Services. Our proposal includes our firm's background and qualifications,the project scope,references, our'estirnated fees,the staff assigned to the project,and our proposed timetable. Please contact me if you have any questions regarding our proposal. We look forward to hearing from you. -Sincerely, Joseph R. D'On frio,FSA Assistant Vice President Bartel.Associates 411 Borel Avenue, Suite 620 San Mateo,-CA 94402 Phone: 650-377-1610 Fax:n/a Email:jdonofrio@bartel-associates.com bartel-associates.com O:1Clients\Town of Los Gatos\Proposals12021\BA LosGatosTn 2I-10-27 actuarial services proposal.docx • 411 Borel Avenue,Suite 620 •San Mateo,California 94402 main:650/377-1600 •web:w,twv.bartel-assoeiates.com DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION 1 PROJECT UNDERSTANDING AND-PLAN Background Retiree Healthcare Plan (OPEB) The Town provides healthcare benefits through the CalPERS Health Program(PEMHCA), providing a contribution equal to the PEMHCA minimum amount for employees who retire_ directly from the Town. The Town provides an additional amount through health reimbursement accounts for employees hired before October 1,2018 (July 1,2018 for AFSCME employees and August 22,2018 for TEA employees)as follows: The maximum additional Town contribution is: • The Kaiser-Region 1 single premium for retirees who elect single coverage, less the PEMHCA minimum amount. • The Kaiser Region 1 single premium plus 90%of the Kaiser Region 1 premium for the coverage elected less the Kaiser Region 1 single premium for retirees who elect 2-party and family coverage,less the PEMHCA minimum amount. The maximum amounts-are determined as follows: ▪ Kaiser Basic premiums are used at all ages for employees who retired before February 1, 2016. • Kaiser Basic premiums are used until Medicare eligibility and Kaiser Medicare premiums are used after Medicare eligibility for employees who retired on or after February 1, 2016. • The total Town contribution, including the PEMHCA minimum, is subject to the"5% unequal method"PEMHCA rules. The Town joined PEMHCA in 1991. As requested, our actuarial valuation reports will include recommended contributions and the plan's funded status. We will prepare roll-forward GASBS 75 accounting information reports and the CERBT actuarial information packet We can meet with the Town and its auditors, as needed,to discuss and review our reports. We will assist the Town in implementing new GASB requirements and pronouncements related to the OPEB plan and will provide ongoing professional consultation. The Town plans on entering into an agreement with the successful bidder for a period of five years starting with 2021/22 and ending with 2025/26. This period will include full biennial actuarial valuations as of June 30,2021,June 30,2023, and June 30,2025. Bartel Associates has prepared the Town's OPEB actuarial valuation reports since 2008 and its GASBS 75 accounting information reports since 2018. CalPERS Valuation Reviews The Town has requested the actuary provide annual reviews of its CalPERS Miscellaneous and Safety pension plans. These reviews will include projected contributions, projected funded status, and the impact of proposed Additional Discretionary Payments. CalPERS issued its June 30, 2020 actuarial valuation reports during July 2021. It will also issue Bartel Associates, LLC 1 Town of Los Gatos DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION 1 PROJECT UNDERSTANDING AND PLAN valuation-reports as of June 30, 2021 through June 30, 2024 within the five-year contract period- of 2021/22 through 2025/26: Our proposal includes CaIPERS reviews for these five valuation dates. We will provide ongoing professional consultation for the Town's CaIPERS pension. plans. Bartel Associates has prepared CaIPERS.valuation reviews for the Town since:2000. CaIPERS GASBS 68 Accounting Information Reports CalPERS provides GASBS 68-accounting information reports for agent plans. however, it provides only information that can be used as the basis for GASBS 68 reporting but does not provide individual agency accounting information reports for risk pool plans. The Town's CalPERS Miscellaneous pension plan is an agent plan. The Town's CalPERS Safety Classic and PEPRA pension plans are risk pool plans. The Town has requestedthe actuary to provide GASBS 68 accounting information reports for its Safety risk pool plans for the fiscal years ending within the five-year contract period of 2021/22 through 2025/26,that is for the four fiscal years ending June 30,2022 through-June 30,2025. The Town has received a GASBS 68 accounting information report for the fiscal year ended June 30, 2021. The report for the year ending June 30,2026 will be done after June 30, 2026. We-will assist the Town in implementing new GASB requirements and pronouncements related to the risk pool plans and will provide ongoing professional consultation. Bartel Associates has prepared the Town's Safety risk pool GASBS 68 accounting information reports since 2016. Pro sect Approach OPEB Actuarial Valuation Process Our OPEB actuarial valuation process includes the following steps: • Data Collection-The Town will provide documentation of the plan provisions, healthcare providers, premiums, asset information, funding policy, and participant census information. • Data Review-We will review the requested information and provide a list of any questions and recommendations to improve data quality, when appropriate. • Methods and Assumptions- We will recommend the actuarial assumptions and methods with the Town's input. The actuarial assumptions used for the valuation may include discount rate, general inflation,payroll increases,healthcare trend,mortality, termination, disability, retirement,participation,healthcare plan,Medicare eligibility,marital status, spouse's age, and dependent coverage at retirement. • Valuation Processing- We prepare actuarial valuations using ProVal software, a comprehensive and widely used and respected retirement benefit valuation system developed by Winklevoss Technologies, LLC. Bartel Associates, LLC 2 Town of Los Gatos DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION 1 PROJECT UNDERSTANDING AND PLAN Our procedures for quality control include the checking of computer programs and calculations by a second-actuary and-the review of valuation results and presentation materials by senior actuaries. We keep client information secure by encrypting all files kept on our computers. ■ Preliminary-Results Meeting- We will meet with Town staff to review the preliminary actuarial valuation results. After the Town's review and comments,we will provide-a final actuarial valuation report. ■ CERBT Valuation Packet— We will provide a draft CERBT Valuation-Packet required by CalPERS for agencies funding with the California-Employers' Retiree Benefit Trust Fund (CERBT). Our actuarial valuation report meets all CERBT requirements. Each OPEB valuation report we prepare includes a summary of plan provisions and participants, actuarial methods and assumptions,the valuation results and their financial impact. Our valuations include projections of costs and funding progress and studies of plan design and prefunding alternatives, when requested. Our OPEB actuarial valuation reports include the following information: ■ Summary of plan provisions • Current funding policy • Historical summary of benefit payments and trust contributions - • Reconciliation of trust assets since the prior valuation • Actuarial Obligations • Present Value of Benefits • Actuarial Accrued Liability • Market Value and Actuarial Value of Assets • Unfunded Actuarial Accrued Liability • Normal Cost • Expected Benefit Payments ■ Actuarial obligations broken down by cash subsidy and implicit subsidy • Actuarially Determined Contributions • Estimated gain/loss analysis showing the reasons for changes in the Actuarial Accrued Liability and funded status from the prior valuation • Actuarial methods and assumptions • Actuarial certification • Summary of the participant data • Number of participants, average ages, service,payroll, etc. • Reconciliation of participant counts since the prior valuation • Active age/service distributions • Active employee and retiree healthcare plan and coverage elections • Retirement age distributions • Retiree coverage elections by age -Bartel Associates, LLC 3 Town of Los Gatos DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 SECTIONN 1 PROJECT UNDERSTANDING AND PLAN Our OPEB GASBS 75 accounting information reports include: • Notes to Financial Statement • OPEB Expense • Changes in Net OPEB Liability • Net OPEB Liability Sensitivity • Deferred Outflows and Deferred Inflows of Resources Balances • Schedule of Recognition of Deferred Outflows and Inflows of Resources • Covered Employees • Significant Actuarial Assumptions a Required Supplementary Information • Schedule of Changes in Total OPEB Liability • Schedule of Changes in Plan Fiduciary Net Position • Schedule of Net OPEB Liability • Schedule of Employer Contributions • Actuarial Certification ■ Supporting Calculations a Draft Journal Entries We generally need 6 to 8-weeks to complete an actuarial valuation after we receive all the requested information and the Town replies to any questions we may have after our review of the information provided. The Town should therefore provide the requested data early enough and in the format requested so-we can complete the valuation in time to meet any needs the Town may have for the valuation results. We can usually provide GASBS 75 accounting information reports within 2 to 3 weeks after we have received all GASBS 75 requested information if the corresponding actuarial valuation has been completed. CalPERS Review Process Our CalPERS review process includes the following steps: a Data Collection-The Town will provide the following information for both the Miscellaneous and Safety CalPERS pension plans: • Correspondence with CalPERS regarding any Additional Discretionary Payments made since the date of the last valuation report prepared by CalPERS. • Description of Employer Paid Member Contributions(EPMC)for Classic members, if any,by bargaining unit. • Details of any other cost-sharing arrangements, such as member-paid contributions for a portion of the employer's CalPERS contribution. • Budgeted payroll by CaIPERS tier if the Town prefers we use their payroll projections for the report contribution projections rather than using CalPERS's assumed payroll increase assumption. • Debt service and its allocations between the Miscellaneous and Safety plans for any Pension Obligation Bonds issued by the Town. Bartel Associates, LLC 4 Town of Los Gatos DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION 1 PROJECT UNDERSTANDING AND PLAN • • Other CaIPERS correspondence, if appropriate,to help us understand the Town's CalPERS pension commitment and any actions or changes since she date of the fast actuarial valuation. • Processing - We prepare our CalPERS reviews using the results provided in CaIPERS' valuation reports and perform stochastic projections using proprietary software. We use Pro Val to develop the economic scenarios used for the stochastic projections. Our asset class capital market assumptions are based on surveys of future return,volatility, and correlation expectations of a number of investment advisors. Our procedures for quality control include the checking of results by a second actuary and the review of the report and presentation materials by senior actuaries. • Preliminary Results Meeting--We will meet with the Town to review the preliminary results. After the Town's review and comments,-we will provide a final report. Our CalPERS review reports contain: • A summary of historical participant,contribution,and funded-status information provided in past CalPERS's actuarial valuation reports, including liability and contribution changes between the two most recent actuarial valuation reports available. • A projection of employer contributions,as a percentage of payroll and in dollars, showing the most likely results, along with the-25th and 75th percentiles, from 1,000 stochastic economic trials. ■ Normal cost and amortization payments components of the 50th percentile results as a percentage of payroll and as dollar amounts. • Funded status projection showing the 25th, 50th and 75th percentiles from the stochastic analysis. ■. Saving impact of paying off selected short and long period amortization bases. ■ Summary of actuarial assumptions used for the projections and analyses. We generally need 4 to 5 weeks to complete a Ca1PERS review after we receive all the requested information and the Town replies to any questions we may have after our review of the information provided. The Town should therefore provide the requested data early enough so we can complete our report in time to meet any needs the Town may have for the results. CalPERS GASBS 68 Accounting Information Process Our GASBS 68 accounting information report preparation process includes the following steps: • Data Collection -The Town will provide the following information available on myra1PERS at the end of each fiscal year: • Fiscal year CalPERS contributions by rate group. • Fiscal year CalPERS covered payroll in Excel format. a Processing- We will prepare a GASBS 68 accounting information report for the Town's risk pool plans after the end of each fiscal year using the data provided by the Town along with Bartel Associates, LLC 5 Town of Los Gatos DocuSign Envelope ID: 1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION 1 PROJECT UNDERSTANDING AND PLAN CaIPERS' "Schedule of Employer Allocations for Components of Net Pension Liability and Schedule of Collective Pension Amounts." Our procedures for quality controlinclude the checking of calculations and the review of results by a senior actuary. • Draft Results and_Meeting- We will meet with the Town by conference call to review the preliminary report, if needed. • Final Report-After the Town and its auditor have reviewed our draft report,we will provide a final report. Our CalPERS GASBS 68 accounting information reports include: • Notes to Financial Statement • Pension Expense • Proportionate Share of Net Pension Liability • Net Pension Liability Sensitivity • Deferred Outflows and Deferred Inflows of Resources Balances • Schedule of Recognition of Deferred Outflows and Inflows of Resources • Significant Actuarial Assumptions • Required Supplementary Information • Schedule of Proportionate Share of Net Pension Liability • Schedule of Employer Contributions • Supporting Calculations • Draft Journal Entries We generally need 3 to 4 weeks to prepare a GASBS 68 report after we receive all the requested information and the Town replies to any questions we may have after our review of the information provided. Project Team The senior staff on our project teams will include: • OPEB Projects • Joseph D'Onofrio • Katherine Moore • CalPERS Reviews • Joseph D'Onofrio • Bianca Lin • CaIPERS GASBS 68 Report • Mary Elizabeth Redding • Kateryna Doroshenko Bartel Associates, LLC 6 Town of Los Gatos DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 -SECTION 1 PROJECT UNDERSTANDING AND PLAN All senior project team members have worked on prior similar projects for the Town in the past. They will be-assisted by our actuarial analyst staff. We manage our workflow based on agree- upon timetables. Since all our clients are important to us,the Town should plan on providing requested information-in-the format requested per an agreed-upon timetable in order for us to meet deliverable deadlines. The actuaries assigned to the project team are qualified to undertake the project in-accordance with the Code of Professional Conduct of the American Academy of Actuaries and the Society of Actuaries and to issue Statements of Actuarial Opinion in accordance with the Qualification Standards of the American Academy of Actuaries. Biographies of project team members are included below. Information about our firm and other staff member biographies can be found on our website at www.bartel-associates.com. • Bartel Associates, LLC 7 Town of Los Gatos DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION 1 PROJECT UNDERSTANDING AND PLAN Joseph R.D'Onofrio,Assistant Vice President Experience/Responsibilities With over 40 years in employee benefits,Joe has served as retirement_consultant for numerous public agencies,private sector corporations,governmental employers,governmental contractors, nonprofit organizations, and professional corporations. Joe's experience includes: ■ Public sector and corporate pension and OPEB plan-consulting,plan design, administration ■ Pension and OPEB plan actuarial valuations ■ Supplemental plan design and valuations • GASB, FASB, and CAS accounting • CalPERS consulting including: • Stochastic contribution projections • Additional funding studies • 115 trust analyses • Golden handshake costing • Replacement benefit plan costing • Pension obligation bond success analyses • Pension override tax estimates • Qualified retirement plan design and valuations ■ Nonqualified executive retirement plans ■ Asset liability modeling s Corporate merger and acquisition issues ■ Plan terminations • Affiliations/Designations/Education • Fellow of the Society of Actuaries ■ Member of the American Academy of Actuaries ■ Enrolled Actuary under ERISA • Fellow of the Conference of Consulting Actuaries ® BS Physics,The Cooper Union for the Advancement of Science and Art, New York City Bartel Associates, LLC 8 Town of Los Gatos DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION 1- PROJECT UNDERSTANDING AND PLAN Katherine Moore,Associate Actuary Experience/Responsibilities Katherine has been with Bartel Associates for 14 years. All of her work is with plans sponsored by public-employers. Her experience includes: • Pension and OPEB actuarial valuations • GASB accounting • Cost analysis for benefit changes • Forecasting future contributions and benefit levels • Benefit calculations • Actuarial audits • Actuarial experience studies Affiliations/Designations/Education • Associate of the Society of Actuaries • Member of the American Academy of Actuaries • BA in Economics,Washington University, St.Louis • MS in Statistics, California State University,East Bay Bartel Associates, LLC 9 Town of Los Gatos DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION 1 PROJECT UNDERSTANDING AND PLAN Bianca Lin,Assistant Vice President Experience/Responsibilities With over 25 years in employee benefit consulting, Bianca specializes in: • Governmental pension and_retiree medical plan consulting • Actuarial valuations for private and public sector pension plans ■ GASB and FASB accounting valuations ® Cost analysis and projections of various post-employment benefit programs ■ Review and analysis of CalPERS valuations ■ Cost analysis for CalPERS agency Affiliations/Designations/Education n Fellow of the Society of Actuaries • Member of the American Academy of Actuaries • Enrolled Actuary under ERISA ■ Fellow of the Conference of Consulting Actuaries • MS Statistics,National Tsing Hwa University, Taiwan Bartel Associates, LLC 10 Town of Los Gatos DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION 1 PROJECT UNDERSTANDI-NG AND PLAN Mary Elizabeth Redding,Vice President Experience/Responsibilities With over 30 years in employee benefits, Mary Elizabeth has served as retirement consultant for a wide range of public agencies, corporations, government contractors, and nonprofit organizations. Mary Elizabeth excels in understanding her client's benefit programs and communicating clearly so clients can make the best decisions possible for their organizations. Mary Elizabeth's work includes: ■ Government and corporate pension and retiree medical plan consulting,valuation and financial modeling and analysis ■ Experience studies and actuarial audits • Employee communications, plan amendments, and summary plan descriptions ■ GASB,.FASB, CASB, and IAS accounting valuations ■ Stochastic asset/liability modeling • Presentations to Retirement-Boards,City Councils, District Boards and Finance Committees on actuarial issues ■ Assistance with implementation of GASB Statements 67, 68, 74,and 75 including GASB 68 reporting information CalPERS cost sharing public agencies • Current event communication through articles and website postings • Actuarial consulting for CalPERS agencies including contribution projections, special benefit costing, funding analyses including and POBs. Professional Activities • Assisted the CCMA(California Committee on Municipal Accounting, a joint committee comprised of representatives of the League of California Cities and the California Society of Certified Public Accountants)with the 2015 GASB 68 White Paper and its 2016 Update. • Speaker on actuarial issues relating to GASB accounting rules and CaIPERS costs for CSMFO(California Society of Municipal Finance Officers)state-wide and local chapter meetings,CalCPA Government Accounting training class, CALPELRA,and client educational seminars sponsored by several California accounting firms. Affiliations/Designations/Education • Fellow of the Society of Actuaries ■ Member of the American Academy of Actuaries • Enrolled Actuary under ERISA • Fellow of the Conference of Consulting Actuaries • BS Geology and Geophysics, Yale University,New Haven, CT. Bartel Associates, LLC 11 Town of Los Gatos DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION 1 PROJECT UNDERSTANDING AND PLAN Kateryna Doroshenko Experience/Responsibilities Kateryna will be the actuarial analyst assigned to prepare the Ca1PERS GASBS 68 reports. Kateryna has been managing the GASB 68 report preparation, checking work, and handling client communications since the implementation of the GASB 68 Statement in 2016. In addition, she works on different aspects of OPEB actuarial valuations,such as data analysis, review of plan_benefits,valuation programming, as well as determination of liabilities and costs under the guidelines of GASBS 74, 75, 67 and 68. She is familiar with PEMHCA medical plans and plans that prefund benefits.All of Kateryna's work is with plans sponsored by public agencies. Affiliations/Designations/Education • Pursuing membership in-the Society of Actuaries. Completed 5 exams. ■ BS,MS in Applied Statistics,Taras Shevchenko National University of Kyiv, Ukraine Bartel Associates, LLC 12 Town of Los Gatos DocuSign Envelope ID: 1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION 2 FIRM PROFILE AND EXPERIENCE Bartel Associates,LLC is an actuarial consulting firm specializing in providing California counties, cities, districts,_and other public agencieswith actuarial consulting services: • OPEB Plans -We prepare OPEB actuarial valuations and studies to provide recommended prefunding contributions,projections showing the effectiveness of an agency's funding_ policy,and accounting information for GASB Statement Nos.74 and 75 financial reporting. • Pension-Plans-We prepare actuarial valuations and help with the administration of defined benefit pension plans for public agencies and retirement systems, along with accounting information for GASB Statement Nos. 67 and 68 financial reporting. • CalPERS Plans-We provide CalPERS pension consulting services including stochastic contribution projections, additional contribution analyses, 115 trust studies, golden handshake costing,replacement benefit plan costing, pension obligation bond success analyses, and • pension override tax estimates. We also assist-with GASBS 68 reporting for CalPERS risk pool pension plans. • Plan Design-We work with public agencies to redesign existing OPEB and pension plans and implement new retirement programs. • Retirement System Audits-We review actuarial valuations, experience studies, actuarial assumptions,and actuarial methods for state, county, city,and district retirement plans and retirement systems. Our focus is on California public agencies: • We provide actuarial consulting for both OPEB plans and CalPERS pension plans and can coordinate discussions and presentations for both types of plans, including agencies' funding priorities and financial disclosure requirements. • We have consulted with about 500 California counties,cities, special districts,and other public agencies on OPEB and CalPERS issues. • Our staff devotes 100%of their time to public sector actuarial work. • Our office is located in California. You can visit our website at www.bartel-associates.com to learn more about us and access the information we post regarding California pension and OPEB plans. Bartel Associates was established in July 2003. Our office is located in San Mateo, California. We currently have 22 employees,including 8 senior actuaries, 3 associate actuaries, 9 actuarial analysts, and 2 administrative staff members. Ten of our actuaries are Fellows or Associates of the Society of Actuaries, 11 are Members of the American Academy of Actuaries, 7 are Enrolled Actuaries, and 9 are Fellows of the Conference of Consulting Actuaries. You can visit our website at www.bartel-associates.com to learn more about us. We have done hundreds of projects similar to those requested by the Town and have included three references for agencies for whom we have done similar projects. We recommend the-Town contact our references to understand the quality of our work. Bartel Associates, LLC 13 Town of Los Gatos DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION FIRM PROFILE AND EXPERIENCE • Cbent Project Contact„ City of Sunnyvale. OPEB Valuations - Timothy Kirby GASBS 75 Accounting Director of Finance CalPERS Consulting 650 W.Olive Avenue,P.O.Box 3707 2004-2021 Sunnyvale;CA 94088-3707 Phone:408-730-7603 Email:tkirby@ci.sunnyvale.ca.us City of Vallejo OPEB Valuations Florita Cruz GASBS 75 Accounting Assistant Finance Director CaIPERS Consulting 555-Santa Clara Street 2006-2021 Vallejo,CA 94590 Phone:707-648-5542 Email:ilorita.cruz@cityofvallejo.net City of Malibu OPEB Valuations Lisa Soghor GASBS 75 Accounting Assistant City Manager CalPERS Consulting 23825 Stuart Ranch Road GASBS 68 Accounting Malibu,CA 90265-4861 2011-2021 310-456-2489 x224 Email:lsoghor@malibucity.org We can provide additional references at the Town's request. Bartel Associates, LLC 14 Town of Los Gatos DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION 3 COST PROPOSAL Our fees are a function_of the hours worked by each professional on a project and their hourly billing rates. Our current hourly rates are as follows: President $370 Vice President 300 Assistant Vice President 270 Associate Actuary 220 Senior Actuarial Analyst 200 Actuarial Analyst 160 OPEB Valuation and GASBS 75 Accounting Information Report Fees Our fixed-fees for the OPEB actuarial valuations, including draft CERBT valuation packets,one meeting with the Finance Commission,and one meeting with the Town Council, if needed,to review each valuation's results,and GASBS 75 accounting information reports within the five- year contract period starting with 2021/22 and ending with 2025/26 are as follows: Valuation_ Fiscal Valuation Commission Council Work Project Date Year-End fee Meeting Meeting Period Actuarial Valuation 6/30/21 $21,000 $2,000 $1,500 2021/22 GASBS 75 Report 6/30/22 3,500 n/a n/a 2022/23 GASBS 75 Report 6/30/23 3,600 n/a n/a 2023/24 Actuarial Valuation 6/30/23 22,000 2,200 1,700 2023/24 GASBS 75 Report 6/30/24 3,700 n/a n/a 2024/25 GASBS 75 Report 6/30/25 3,800 n/a n/a 2025/26 Actuarial Valuation 6/30/25 23,000 2,400 1,900 2025/26 Please note below what will be included in the actuarial valuation and GASBS 75 reports and what will require an additional fee. Fees might be higher, for example, if the project scope changes or the Town needs additional work. Our fee assumes: ■ Participant census data requested will be provided completely and accurately in an Excel workbook with one record per participant. • OPEB costs and liabilities will be provided using one funding method and one set of assumptions. • We will provide a draft of the CERBT Valuation Packets required by CaIPERS. The CERBT Valuation Packet includes a Certification of Funding Policy,a Summary ofActuarial Information, and a Certification of Actuarial Information. • We will provide GASBS 75 accounting information reports using the prior fiscal year-ends as measurement dates. • Our GASBS 75 estimated fees assume there will be no changes in OPEB plan provisions, healthcare plan providers, or funding policy, investment policy, or OPEB trust between the actuarial valuation date and the financial statement dates. Bartel Associates, LLC 15 Town of Los Gatos DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION 3 COST PROPOSAL, • GASBS 75_information will be presented for the plan as a whole with no breakdowns by benefit orby employee group. • Our GASBS 75 information reports will include the actuarial information needed by the Town and its auditor to assist in preparing the Town's financial statements. Our estimated fees do not include draft OPEB footnotes. • Our GASBS 75 reports will not contain information about the number of covered employees on measurement dates that are not valuation dates or total covered employee compensation in all years if that-information is not provided to us. Our estimated-fees do not include an amount for reviewing census data files for fiscal years between valuation dates. If the Town would like us to do so, our fees will be higher. Our fees may be higher if: • Participant census data is not complete, accurate, or not provided in an.Excel workbook with one record per participant. ■ Results are needed separately for employee groups. Results are needed for alternative actuarial assumptions, funding policies, or plan designs. ▪ The Town makes any healthcare provider, plan provision, funding policy,investment policy, or OPEB trust changes between the actuarial valuation dates and the financial statement dates. • The Town requests assistance with its OPEB footnotes. • The Town requests additional meetings. Our fee for additional meetings will be based-on our billing rates,the time needed for the meetings, any additional presentation material, and meeting preparation time. • The Town makes changes that will affect the valuation results after the valuation is begun or requests additional work after the valuation is completed, including changing OPEB plan provisions,actuarial assumptions,healthcare plan options, funding policy, investment policy, OPEB trust,or any of the data provided for the valuation. ■ Time for consultation and questions after delivering the actuarial valuation report or GASBS 75 accounting information reports, as applicable,will be billed as additional time, outside the budget for the projects addressed in this proposal, based on time spent and our hourly billing rates. The Town should therefore set up an appropriate budget for any additional anticipated or potential consultation needed. Ca1PERS Consulting Review Fees Our fixed fee for each CalPERS review includes a presentation outline of our study results and one meeting with the Finance Commission and one meeting with the Town Council, if needed,to review our report. Our fees for the five-year contract period starting with 2021/22 and ending with 2025/26 are as follows: Bartel Associates, LLC 16 Town of Los Gatos DocuSign Envelope ID: 1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION 3 COST PROPOSAL Valuation CaIPERS Commission Council Work Project Date Review Meeting Meeting Period CaIPERS Review 6/30/20 $9,500 -$2,000 $1,500 2021/22 CalPERS Review 6/30/21 10,000 2,100 1,600 2022/23 CalPERS Review 6/30/22 10,500 2,200 1,700 2023/24 CalPERS Review -6/30/23 11,000 2,300 1,800 2024/25 CalPERS Review 6/30/24 11,500 2,400 1,900 2025/26 Our fees may be higher if: • The Town needs us to prepare meeting presentation materials in addition to our reports or review its meeting materials. ■ The Town requests additional meetings to review results. Our fee_for additional meetings will be based on our billing rates,the time needed for the meetings, any additional presentation material, and meeting preparation time. • Additional projection scenarios. • Section 115 trust analyses. CalPERS GASBS 68 Accounting Information Report Fees Our fixed fee cost for each CalPERS GASBS 68 accounting information report includes one conference call with staff to review the report. Our fees for the five-year contract period starting with 2021/22 and ending with 2025/26 are as follows: Fiscal Fixed Work Project Year-End Fee Period GASBS 68 Report '6/30/22 $1,500 2022/23 GASBS 68 Report 6/30/23 1,600 2023/24 GASBS 68 Report 6/30/24 1,700 2024/25 GASBS 68 Report 6/30/25 1,800 2025/26 Fees for all projects include any report preparation, printing,and other incidental expenses involved in production and delivery. Bartel Associates, LLC 17 Town of Los Gatos DocuSign Envelope ID: 1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION 4 CONFLICTS OF INTEREST Our firm and none of our employees have a conflict of interest with any activity requested in the Request for Proposal for Actuarial Services. • Bartel Associates, LLC 18 Town of Los Gatos DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 SECTION 5 EXCEPTIONS We have no exceptions,alternations,or amendments to the scope of services or other requirements of the Request for Proposal for Actuarial Services. • Bartel Associates, LLC 19 Town of Los Gatos DocuSign Envelope JD: 1129843A-3367-47F8-9EDA-3EF7540254C0 • ATTACHMENT I CONFLICT OF INTEREST STATEMENT ATTACHMENT 1-CONFLICT OF INTEREST STATEMENT THIS-FORM{MUST BE PRINTED OUT,COMPLETED AND SUBMITTED WITH THE PROPOSAL PROFESSIONAL ACTUARIAL.SERVICES • The undersigned declares: I/We Bartel Associates,LLC (Insert Name)have the following financial,business,or other relationship with Town of Los Gatos that may have an impact upon the outcome of the contract.If none, please specify that no other relationships may have an impact on this contract or Project. Bartel Associates and its employees have no financial,business,or other relationship with the Town of-Los Gatos that may have an impact on the contract or project. I/we Bartel Associates, LLC (Insert Name) have the following current clients who may have a financial interest in the outcome of this contract. If none, please specify that no other clients may have a financial interest with an impact on this contract or Project. No clients of Bartel Associates other than the Town have a financial interest that may have an impact on the contract or project. Pursuant to Government Code section 1090 and any other laws,rules and regulations that may apply,the Proposer covenants that neither it,its subcontractors nor employees presently have an interest,and shall not acquire any interest,direct or indirect,financial or otherwise that would conflict in any manner or degree with contract awarded from this RFP.Proposer certifies that to the best of its knowledge,no one who has or wilt have any financial Interest in the contract awarded from this RFP is an officer or employee of the Town.Through its submittal of a proposal,Proposer acknowledges that it is familiar with Section 87100 et seq.and Section 1090 et seq.of the Government Code of the State of California and will Bartel Associates, LLC 20 Town of Los Gatos DocuSign Envelope ID: 1129843A-3367-47FS-9EDA-3EF7540254C0 ATTACHMENT 1 CONFLICT OF INTEREST STATEMENT immediately notify the Town if it becomes aware of any facts concerning the contract to be awarded that constitute a violation of said provisions. . Furthermore,if there.is reason to believe that collusion_exists among the Proposers,.the Town May refuse to consider.proposais from+participants in such collusion.No person,firm,or corporation under the same or different name,shall make,file,or be interested in more than one proposal for the same,:work unless `. alternate proposals are called-for.A person,firm,or corporation who has submitted a sub-proposal to a Proposer,or who has quoted prices on materials to a-Proposer,is-not thereby disqualified from submitting a sub-proposal or quoting prices to other Proposers.Reasonable ground for believing that any Proposer is interested in more than one proposal for the same work will cause the rejection of all proposals for the work in which a Proposer is interested.if there is reason to believe that collusion exists among the Proposers,the Town may refuse to consider proposals from participants in such collusion.Proposers shall submit as part of their proposals documents the completed Non-Collusion Declaration-provided herein. • I,on behalf of the Proposer,declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on October 27,2021 [date],at San Mateo (cityl, California . [state]. • Bartel Associates,tit Vice President Proposer Name(Person,Firm,Corp.) Title of Authorized Representative 411 8orel Ave.,Ste.620 Doug Pryor • Address Name of Authorized Representative San Mateo,CA 94420 City,State,Zip • October 27,2021 Date Signed Bartel Associates, LLC 21 Town of Los Gatos DocuSign Envelope ID: 1129843A-3367-47F8-9EDA-3EF7540254C0 ATTACHMENT 2 NON-COLLUSION DECLARATION ATTACHMENT 2-NON-COLLUSION DECLARATION THIS FORM MUST BE PRINTED OUT,COMPLETED AND SUBMITTED tiVIni THE PROPOSAL PROFESSIONAL ACTUARIAL SERVICES The undersigned declares: i am the Vice President [insert Title)of Bartel Associates,LLC ,[insert name of company,corporation,LLC,partnership or joint venture)the party making the foregoing proposal. The-proposal is not made in the interest of,or on behalf of,any undisclosed person,partnership,company, association,organization,or corporation.The proposal is genuine and not collusive or sham.The Respondent has not directly or indirectly induced or solicited any other respondent to put in a false or sham proposal.The Respondent has not directly or indirectly colluded,conspired,connived,or agreed with any bidder or anyone else to put in a sham proposal,or to refrain from responding.All statements contained in-the proposal are true. • Any person executing this declaration on behalf of a respondent that is a corporation,partnership,joint venture,limited liability company,limited liability partnership,or any other entity,hereby represents that he or she has full power to execute,and does execute,this declaration on behalf of the respondent. Bartel Associates, LLC 22 Town of Los Gatos DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 ATTACHMENT 3 -REFERENCES ATTACHMENT 3-REFERENCES THIS.FORM MUST BE PRINTED OUT,COMPLETED AND SUBMITTED WITH THE PROPOSAL PROFESSIONAL ACTUARIAL SERVICES List three(3)references for work of-a similar nature to the Services performed within the last five(5)years. Use additional sheets as necessary. City of Sunnyvale 650 W.Olive Avenue,P.O.Box 3707,Sunnyvale,CA 94088.3707 Name of Agency Agency Address Timothy Kirby Director of Finance Contact Name Contact Title 408-730-7603 tkirby@cisunnyvale.ca.us Contact Telephone Contact Email Address 2004-2021 n/a Contract Period Contract Amount The Town can contact the reference for contract amounts OPEB Valuations,GASBS 75 Accounting,CaIPERS Consulting Description of services performed including costs. 2. City of Vallejo 555 Santa Clara Street,Vallejo,CA 94590 Name of Agency Agency Address Florita Cruz Assistant Finance Director Contact Name Contact Title 707-648-5542 florita.cruz@cltyofvallejo.net Contact Telephone Contact Email Address 2006-2021 n/a Contract Period Contract Amount The Town can contact the reference for contract amounts Bartel Associates, LLC 23 Town of Los Gatos DocuSign Envelope ID: 1129843A-3367-47F8-9EDA-3EF7540254C0 ATTACHMENT 3 REFERENCES OPEB Valuations,GASBS 75 Accounting,CalPERS Consulting Description of services performed Including costs. 3. City of-Malibu 23825 Stuart Ranch Road,Malibu,CA 90265-4861 Name of Agency Agency Address Lisa Soghor Assistant City Manager Contact Name Contact Title 310-456-2489 x224 Isoghor@malibucity.org Contact Telephone Contact Email Address 2011-2021. of a Contract Period Contract Amount- The Town can contact the reference for contract amounts OPEB Valuations,GASES 75 Accounting,CalPERS Consulting,GASBS 68 Accounting Description of services performed including costs. I hereby certify that the Proposer performed the work listed above. Doug Pryor -October 27,2021 Signature Proposer Name Date I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on 10/27/2021[date];at San Mateo [city], CA[state]. 40, By: Name: Doug Pryor Title: Vice President Bartel Associates, LLC 24 Town of Los Gatos DocuSign Envelope ID: 1129843A-3367-47F8-9EDA-3EF7540254C0 • ATTACHMENT 4 STATEMENT REGARDING INSURANCE COVERAGE AND WORKER'S COMPENSATION INSURANCE ACKNOWLEDGEMENT-CERTIFICATE ATTACHMENT 4-STATEMENT REGARDING INSURANCE COVERAGE AND WORKER'S COMPENSATION INSURANCE ACKNOWLEDGMENT CERTIFICATE • THIS FORM MUST BE PRINTED OUT,COMPLETED-AND SUBMITTED WITH THE PROPOSAL PROFESSIONAL ACTUARIAL SERVICES PROPOSER HEREBY CERTIFIES that the Proposer has reviewed and-understands the insurance-coverage- requirements specified in the RFP.Should the Proposer be awarded a contract for Services,Proposer further certifies that the Proposer can meet the specified requirements for insurance,including insurance coverage of any subcontractors,and agrees to name the Townes additional insured for the Services specified. By certifying this form,the Proposer also understands the Worker's Compensation insurance requirement per the California Labor Code,Sections 1860 and 18-51: I am aware of the provisions of Section 3700 of the Labor Code,which require every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that code,and I will comply with such provisions before commencing the performance of the work of this contract. Bartel Associates,LLC Name of Proposer(Person,Firm,or Corporation) liT)C1 / • Signature of ProP o. s Authorized.Representative • • Doug Pryor,Vice President Name&Title of Authorized Representative October 27, 2021 • Date of Signing • Bartel Associates, LLC 25 Town of Los Gatos DocuSign Envelope ID:FOE30F30-A54B-427B-A905-23C6ACA5E617 -ASSIGNMENT OF AGREEMENT This-ASSIGNMENT OF AGREEMENT is dated for identification this 20th day of December 2022 and assigns that certain agreement for professional actuarial services dated January 31, 2022, -made by and between the Town of Los Gatos, ("Town,") , Bartel Associates, LLC.("Consultant.")to Foster and Foster Consulting Actuaries, Inc.i'Foster"). RECITALS A. Town and-Consultant entered into an actuarial services Agreement on January 31, 2022, ("Agreement"), a copy of which is attached hereto and incorporated-by reference as Exhibit.A. B. Because Bartel Associates, LLC, was acquired-by Foster and Foster Consulting Actuaries, Inc.,the parties now wish to assign the Agreement to Foster. ASSIGNMENT 1. The parties agree that the Agreement is assigned to Foster. 2. All other terms and conditions of the Agreement remain in-full force and effect. IN WITNESS WHEREOF, the parties have executed this Assignment Agreement. Town of Los Gatos: Foster and Foster Consulting Actuaries, Inc.: DocuSigned by: DocuSioned by: By ( l''�va rPnVt ut,{{i By: ' ' hiL& id bS ttld947u... 4921D(D813 9B4Cb... Laurel Prevetti,Town Manager Bradley Heinrichs CEO By[DocuSigned by: iovAt A au. r. V6w,iisow Jonathan R. Davidson, Esquire Chief Legal Officer Bartel: e—�"1�V`DDoc`uSlg4ned by: By. " "'" 1-7BF79CCODA1F4UF... Mary Beth Redding Member for Manager-Managed LLC Page 1 of 2 Foster and Foster Consulting Actuaries Inc. December 2022 DocuSign Envelope ID:FOE30F30-A54B-427B=A905:23C6ACA5E617 Foster and Foster Consulting Actuaries Inc. Department Approval: pDocuSIgned by: C>!{a U►ti r, Gitta Ungvari Finance Director Approved as to-Form: Attest: p-DocuSigned by: ' �DocuSigned by: /'1r "-hiUb,JbAbbJ442a... 'HrbuiubLz.nara... Gabrielle Whelan,Town Attorney Wendy Wood, CMC,Town Clerk • Page 2 of 2 Foster and Foster Consulting Actuaries Inc. December 2022 DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 AGREEMENT FOR CONSULTANT SERVICES THIS AGREEMENT is made-and entered into on 01/31/22 by and between TOWN.OF LOS GATOS, a California municipal corporation, ("Town") and Bartel Associates, LLC, ("Consultant"),whose address is 411 Borel Avenue, Suite 620, San Mateo, CA 94402. -This Agreement is made with reference to the following facts. I. RECITALS 1.1 The Town desire to engage Consultant to provide professional actuarial services. 1.2 The Consultant represents and affirms that it is willing to-perform the desired work pursuant to this Agreement. 1.3 Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Consultant acknowledges Town has relied upon these warranties to retain Consultant. II. AGREEMENTS 2.1 Scope of Services. Consultant shall provide services as described in that certain proposal sent to the Town on October 27, 2021, which is hereby incorporated by reference and attached as Attachment 1. 2.2 Term-and Time of Performance. This contract will remain in effect from 01/31/22 to 01/31/27. 2.3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos. 2.4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 2.5 Information/Report Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town's property and shall be delivered to the Town upon the completion of Consultant's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Consultant shall not make any of the these documents or information available to any Bartel Associates,LLC-Agreement for Actuarial Services Page 1 of 6 DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information-contained in the reports prepared by the Consultant in connection with other projects shall be solely at Town's-risk, unless Consultant expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant. 2.6 Compensation. -Compensation for Consultant's professional services shall not-exceed $190,400, inclusive-of all costs. Payment shall be based upon Town approval of eachtask. 2.7 Billing. Billing shall be monthly by invoice within thirty(30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications,_documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form. Payment shall be net thirty(30) days. All invoices and statements to the Town shall be addressed as follows: Invoices: Town of Los Gatos Attn: Accounts Payable P.O. Box 655 Los Gatos, CA 95031-0655 2.8 Availability of Records. Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Consultant shall make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town. 2:9 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town. 2.10 Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent,the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Consultant shall be compensated for its costs and expenses in preparing Bartel Associates,LLC-Agreement for Actuarial Services Page 2 of 6 DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 for, traveling to, and testifying in such matters at its then current-hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing. 2.11 Conflict of Interest. Consultant understands that its professional responsibilities are solely to the Town. The Consultant has and shall not-obtain any holding or interest within the Town of Los Gatos. Consultant has no business holdings or agreements with any individual member ofthe Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Consultant warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement,_and it shall immediately disassociate itself from such_an interest, should it_discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person,Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship. 2.12 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and shall complywith applicable regulations governing equal employment opportunity. Neither Consultant nor-its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification-pursuant to the California Fair Employment & Housing Act. III. INSURANCE AND INDEMNIFICATION 3.1 Minimum Scope of Insurance: Consultant agrees to have and maintain,for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. iii. Consultant shall provide to the Town all certificates of insurance,with original endorsements effecting coverage. Consultant agrees that all Bartel Associates,LLC-Agreement for Actuarial Services Page 3 of 6 DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 certificates and endorsements are to-be received and approved by the Town before work commences. iv. Consultant agrees to_have and maintain, for the duration of the contract, professional liability insurance in amounts not less-than $1,000,000 which is sufficient to insure Consultant for professional errors or omissions in the perfor-mance of the particular scope of work under this agreement. General Liability: The Town, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed byor on behalf of the Consultant; products and completed operations of Consultant, premises owned or used-by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self-insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. iii. Any failure to comply with reporting provisions ofthe policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. iv. The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. 3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk. 3.3 Workers' Compensation. In addition to these policies, Consultant shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees. Bartel Associates,LLC-Agreement for Actuarial Services Page 4 of 6 DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 3.4 Indemnification: The Consultant shall-save, keep, hold harmless and indemnify and defend the Town its officers, agent, employees-and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received-by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant. IV. GENERAL TERMS 4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of-any-other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 4.2 Governing Law. This Agreement, regardless of where-executed, shall be governed by and construed to the laws of the State of California.Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara. 4.3 Termination of Agreement. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen days (15) written notice of termination. In the event of termination, the Consultant shall deliver to the Town all-plans,files, documents, reports, performed to date by the Consultant. In the event of such termination,Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated-under-this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 4.4 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant. 4.5 Disputes. In any dispute over any aspect of this Agreement,the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal. 4.6 Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: Town of Los Gatos Bartel Associates, LLC • Attn: Town Clerk 411 Borel Avenue 110 E. Main Street Suite 620 Los Gatos, CA 95030 San Mateo, CA 94402 Bartel Associates,LLC-Agreement for Actuarial Services Page 5 of 6 DocuSign Envelope ID:1129843A-3367-47F8-9EDA-3EF7540254C0 or personally delivered to Consultant to such address or such-other address as-Consultant designates in writing to Town. 4.7 Order of-Precedence. -In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings. . 4.8 Entire Agreement This Agreement, including all Exhibits, constitutes the complete and exclusive statement-of-the Agreement between the Town and Consultant.No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless--hereafter made in-writing and signed by the party to be bound, shall be binding on either party. IN-WITNESS WHEREOF,the Town and Consultant have executed this-Agreement. Town of Los Gatos by: Consultant, by: [ r� Docuu�Slgned''byy: ``11�� p—DocuSignedby: Q �. 4wL .r rills 2/14/2022 2 'ti- 6.AFEEA2EB39470... `—ubbib1 F-hyA44it... Laurel Prevetti,Town Manager 2/4/2022 Recommended by: e —DocuSlgned by: S'illiatot. 66tn iaui 2/4/2022 Mary Elizabeth Redding —BB78 C2D2B 3B. Stepien 'onway, Finance Director Bartel Associates,-LLC Approved as to Form: —DocuSigned by: ritikriL a). S '5 2/11/2022 ht{/tl3kSSSb (44 Rosert Sciurt:z,Town Attorney Attest: DocuSlgned by: S 2/14/2022 ShelleybNeis,MMC, CPMC Town Clerk Bartel Associates,LLC-Agreement for Actuarial Services Page 6 of 6