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HomeMy WebLinkAbout2013-098 RESOLUTION NO. 2013-98 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A CONSULTANT 3 SERVICES AGREEMENT BETWEEN BARTEL ASSOCIATES LLC AND THE CITY OF SAN BERNARDINO FOR CONSULTANT SERVICES. 4 5 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 6 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized 8 and directed to execute on behalf of said City a Consultant Service Agreement between 9 Bartel Associates LLC and the City of San Bernardino for consultant services, a copy of 10 which is attached hereto marked Exhibit "A" and incorporated herein by reference as fully 11 12 as though set forth at length. 13 SECTION 2. The Purchasing Manager is hereby authorized to issue a Purchase Order 14 to Bartel Associates LLC for consultant services for a total amount not to exceed $39,200.00. 15 SECTION 3. The authorization granted hereunder shall expire and be void and of no 16 further effect if the agreement is not executed by both parties and returned to the Office of the 17 18 City Clerk within sixty (60) days following the effective date of the Resolution. 19 /// 20 /// 21 /// 22 /// 23 /// 24 25 /// 26 /// 27 28 /// 2013-98 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 1 SAN BERNARDINO AUTHORIZING THE EXECUTION OF CONSULTANT SERVICES AGREEMENT BETWEEN BARTEL ASSOCIATES LLC AND THE 2 CITY OF SAN BERNARDINO FOR CONSULTANT SERVICES. 3 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 4 5 and Common Council of the City of San Bernardino at a joint regular meeting 6 thereof, held on the2pth day of May , 2013,by the following vote, to wit: 7 Council Members: AYES NAYS ABSTAIN ABSENT 8 MARQUEZ x 9 10 JENKINS x 11 VALDIVIA x 12 SHORETT x 13 KELLEY x 14 JOHNSON x 15 MCCAMMACK 16 17 \CY eiL(/ p.1(.44„, 18 Georgeadn Hanna, C Clerk 19 The foregoing Resolution is hereby approved this al) day of May , 2013. 20 21 i Patri.k J. Morris, yor 22 1 y of San Bernardino 23 Approved as to form: 24 JAMES F. PENMAN, City orney 25 26 By: 27 28 2013-98 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND BARTEL ASSOCIATES,LLC. This Consultant Service Agreement (this "Agreement") is made and entered into this 20th day of May 2013 ("Effective Date") by and between the City of San Bernardino, a public body, corporate and politic (hereinafter referred to as the "City") and Bartel Associates, LLC. (hereinafter referred to as the "Consultant") (sometimes jointly referred to herein as the "Parties"). WITNESSETH: A. WHEREAS, The CITY of San Bernardino is in need of a Consultant to provide actuarial valuation for cost analyses of three retiree medical benefits under the bankruptcy proceedings. B. WHEREAS, it has been determined by the Finance Director that Consultant represents that it has that degree of specialized expertise contemplated within California Government Code, Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, CONSULTANT is competent, experienced and able to perform said responsible services; and D. WHEREAS, CONSULTANT will provide the most advantageous and responsible services; NOW THEREFORE, in consideration of mutual covenants contained in this Agreement and the mutual benefits to be derived there from,the parties agree as follows: 1. TERM. This agreement shall be in full force and effect for the term as stated in Exhibit A, unless extended by amendment. 2. CONSULTANT RESPONSIBILITIES: Consultant is responsible for performing the work as identified in Exhibit A, contained herein. The Consultant commits the necessary principal personnel to the performance of such services for the duration of this Agreement. 3. CITY RESPONSIBILITIES The City shall provide, in a reasonable timely fashion, the Consultant with any documentation, records, reports, statistics or other data or information pertinent to the provision of services, which are reasonably available to the City. The City will provide a contact person to assist in the timely resolution of any issues that may arise. EXHIBIT "A" 1 2013-98 4. CONFIDENTIALITY OF REPORTS The Consultant shall keep confidential all reports, information and data received, prepared or assembled pursuant to performance hereunder. Such information shall not be made available to any person, news release, firm, corporation, or entity without prior written consent of the City or as otherwise required by law. 5. COMPENSATION The actuarial valuation cost analyses of retiree medical benefits (three scenarios) for the City of San Bernardino will not exceed $39,200.00. This fee is inclusive of all professional fees and expenses. 6. NONDISCRIMINATION; MONITORING AND REPORTING WORK PERFORMANCE. In the performance of this Agreement and in the hiring and recruitment of employees, Consultant shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 7. CONFLICT OF INTEREST The Consultant shall maintain a code or standard of conduct. The Consultant shall neither solicit nor accept gratuities, favors, or anything of monetary value for work completed under the Scope of Services. To the extent permissible by state laws, rules and regulations, the standards adopted by the Consultant shall provide for penalties, sanctions, or other disciplinary actions to be applied for violations of such standards by the Consultant. 8. INDEPENDENT CONTRACTOR The Parties intend that the relationship between them created under the Agreement is that of an independent contractor only. The Consultant shall perform each element of the work set forth in the Scope of Services as an independent contractor and shall not be considered an employee of the City. This Agreement is by and between the Consultant and the City, and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture or association, between the City and the Consultant. The City is interested only in the results obtained under the Agreement; unless otherwise indicated and under unusual circumstances, the manner and means of performing the services are subject to the Consultant's sole control. The Consultant shall have no right or authority to bind or commit the City. The Consultant shall not be entitled to any benefits, including, without limitation, worker's compensation, disability insurance, vacation or sick pay. The Consultant shall be responsible for providing at its expense, and in its name, disability, worker's compensation or other insurance. The Consultant assumes full and sole responsibility for, and shall therefore pay, any and all federal and state income taxes, Social Security, estimated taxes, unemployment taxes, and 2 2013-98 any other taxes incurred as result of the compensation set forth herein. The Consultant agrees further to provide the City with proof of payment upon reasonable demand. The Consultant holds the City harmless from and against any and all claims, demands, losses, costs, fees, liabilities, taxes, penalties, damages or injuries suffered by the City (including, but not limited to, attorney fees and court costs, whether or not litigation is commenced) arising out of the failure of the Consultant to comply with this provision. Further, this indemnification shall apply to any and all claims, demands, losses, costs, fees, liabilities, taxes, penalties, damages and injuries suffered by the City as a result of the classification of the Consultant as independent contractor under this Agreement. 9. RECORDS The Consultant shall keep full and accurate records of all consulting work performed under this Agreement. All records, content, sketches, drawings, prints, computations, charts, reports and other documentation made in the course of the consulting work performed hereunder, or in anticipation of the consulting work to be performed in regard to this Agreement, shall at all times be and remain the sole property of the City and the Consultant shall turn over to the City all copies of the Work Records within seven (7) calendar days after a written request by City. 10. BUSINESS LICENSE/TIN Consultant shall obtain a San Bernardino business license and provide the City with evidence that its license has been obtained on or before receipt of payment hereunder. The Consultant agrees to keep said license current and valid throughout the term of this Agreement. Consultant shall obtain a state and federal taxpayer identification number and shall provide evidence to the City that this number has been obtained. 11. RIGHT TO OBTAIN OTHER CONTRACTURAL ARRANGEMENTS. The Consultant at any time has the right: (a) accept employment or other association with any person, city or company in the United States of America or any Territory thereof, or through media reasonably accessible by persons in the United States of America or any Territory thereof, or (b) in the United States of America or any Territory thereof, or through media reasonably accessible by Persons in the United States of America or any Territory thereof, engage in activities, projects or services similar in nature or competitive with those of the City, limited only by the confidential information described in Section 4, or (c) become employed by, associate with or otherwise engage any entity anywhere in the world. The City acknowledges that the provisions of this Section are reasonable in light of the legitimate business needs of the City. 12. SUCCESSOR AND ASSIGNMENT. The services as contained herein are to be rendered by the Consultant whose name is as appears first above written and said Consultant shall not assign nor transfer any interest in this Agreement without the prior written consent of the City. 3 2013-98 13. INDEMNIFICATION. The Consultant agrees to indemnify, defend and hold harmless the City of San Bernardino ("City"), its agents, officers and employees from and against all liability, expense, including defense costs and legal fees, and claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury or property damage arising out of this Agreement from the Consultant's or the Consultant's employees or agents negligence, errors or omissions connected with the services performed by or on behalf of the Consultant pursuant to this Agreement. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. The Consultant agrees to obtain a policy of insurance in the minimum amount of$1,000,000.00 (one million dollars) to cover any and all claims. The Consultant shall provide the City with evidence that the necessary liability insurance has been obtained, and that the Agency has been named as an additional insured on said policy by the Effective Date hereof. 14. LIMITATION OF LIABILITY The City agrees that Contractor's total liability to the City for any and all damages whatsoever arising out of or in any way related to this Agreement from any cause, including but not limited to contract liability or Contractor's negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall not, in the aggregate, exceed $150,000. In no event shall Contractor be liable for indirect, special, incidental, economic, consequential or punitive damages, including but not limited to lost revenue, lost profits, replacement goods, loss of technology rights or services, loss of data, or interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought even if Contractor has been advised of the likelihood of such damages, and notwithstanding any failure of essential purpose of any limited remedy. Any claim by the City against Contractor relating to this Agreement must be made in writing and presented to Contractor within one (1) year after the date on which Contractor completes performance of the services specified in this Agreement. 15. MODIFICATION. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the Parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by both parties. 16. CHOICE OF LAW. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by California law, excluding any laws that direct the application of another jurisdiction's laws. 4 2013-98 17. COMPLIANCE WITH LAWS/VENUE The parties agree to be bound by applicable federal, state, and local laws, regulations and directives as they pertain to the performance of this Agreement. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 18. SEVERABILILTY In the event that any provision herein contained is held to be invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect, impair, or invalidate any other provision contained herein. If any such provision shall be deemed invalid due to its scope of breadth, such provision shall be deemed valid to the extent of the scope of breadth permitted by law. 19. INTERPRETATION No provision of this Agreement is to be interpreted for or against either party because that party or that party's legal representative drafted such provision, but this Agreement is to be construed as if it were drafted by both parties hereto. 20. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy, shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 21.NOTICE Notices herein shall be presented in person or by certified or registered United States mail, as follows: To the Consultant: Bartel Associates, LLC 411 Borel Avenue, Suite 101 San Mateo, Ca 94402 Attn: Jon Bartel, President Phone: (650) 377-1600 To the City: City of San Bernardino 300 North D Street San Bernardino, CA 92418 Attn: Finance Director Phone: (909) 384-5331 5 2013-98 Nothing in this paragraph shall be construed to prevent the giving of notice by personal service. 22. ENTIRE AGREEMENT This Agreement, with Exhibit "A", constitutes the final, complete and exclusive statement of the terms and the agreement between the parties pertaining to the engagement of the Consultant by the City and the entire understanding of the parties and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, no is any party relying on, any representation or warranty outside those expressly set forth in this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first written above. CITY OF SAN BERNARDINO Dated: By: Allen J. Parker, City Manager CONSULTANT Bartel Associates, LLC Dated: By: John Bartel, President Approved as to Form: By: /, 7` A --, es F. Penman, City Attorney 6 2013-98 Exhibit A Scope of Work Retiree Healthcare Benefit Actuarial Cost Analyses for Bankruptcy Proceedings This scope of work shall include an actuarial cost analyses reflecting alternative retiree medical benefits under the City's bankruptcy proceedings. This scope of work summarizes our fees for actuarial cost analyses of only the City's bankruptcy proceedings. The cost analyses were produced with the preliminary actuarial valuation results and have been presented to City staff. Background Under the current bankruptcy proceedings,the City intends to reduce its payments for retiree healthcare (medical and life insurance). Details of the future benefits have not yet been formally agreed upon. We provided three alternatives that best describe the range of possible reductions in benefits. The first alternative is the highest cost/lowest reduction of benefits,while the third alternative shows the lowest cost/largest reduction in benefits. The second alternative shows a reduction in benefits that is in between the other two scenarios. The table below shows a summary of the alternative benefits as compared to the current benefits: Current Alternative Scenario MOUs #1 #2 #3 • Cash Subsidy during • PEMHCA ° • Capped at • Capped at • Capped at Bankruptcy(1/1/13 to Minimum(4.5% $112/month for $112/month for $112/month for 6/30/14) increases) all retirees all retirees all retirees • Police with • Same as • $112 cap • $112 cap • Cash Subsidy after 20/25/30 YOS Current MOUs applies to all applies to all Bankruptcy(beginning receive retirees,future retirees,no 2014/15) $200/350/450 (3%increases) increases at 3% future increases • Implied Subsidy • Yes,for all • Yes,for all • Yes,for all • Yes,for current retirees retirees retirees retirees • Eliminated for future retirees Additional data work required for the OPEB valuation in order to clean up the data prior to use in the actuarial valuation. Cleanup involved matching multiple files in order to remove erroneous data and replace it with corrected data. At the end of January,the City Council approved a number of resolutions related to the bankruptcy. Generally these resolutions set the current cash benefits to $112/month and all the above assume this continues through June 30, 2014. Fees Our fees for the actuarial cost analyses under the City's retiree healthcare plan,will not exceed $39,200.00, unless the project scope changes. This fee estimate does not include additional fees if we are asked to adjust any of the alternative scenarios described above. 7 2013-98 These fees are based upon the following hourly rates: Partner $250- $300 Assistant Vice President $200- $225 Senior Actuarial Analyst $150 Actuarial Analyst $125 Administrative Support $75 Our fee estimate may be higher if: • The City changes any of the scenarios,or needs cost analyses under additional scenarios. • Results are needed separately for additional employee groups. • Results are needed for additional assumptions,funding methods, contribution policies, or alternative plan designs. Additional meetings to discuss the alternatives are required. 8 2013-98 • CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND BARTEL ASSOCIATES,LLC. This Consultant Service Agreement(this"Agreement") is made and entered into this 20th day of May 2013 ("Effective Date") by and between the City of San Bernardino, a public body, corporate and politic (hereinafter referred to as the "City") and Bartel Associates, LLC. (hereinafter referred to as the "Consultant") (sometimes jointly referred to herein as the "Parties"). WITNESSETH: A. WHEREAS, The CITY of San Bernardino is in need of a Consultant to provide actuarial valuation for cost analyses of three retiree medical benefits under the bankruptcy proceedings. B. WHEREAS, it has been determined by the Finance Director that Consultant represents that it has that degree of holds all necessary licenses to plracrice within and perform Government Code, Section 37103, m the services herein contemplated; and C. WHEREAS, CONSULTANT is competent, experienced and able to perform said responsible services; and D. WHEREAS, CONSULTANT will provide the most advantageous and responsible services; NOW THEREFORE, in consideration of mutual covenants contained in this Agreement and the mutual benefits to be derived there from,the parties agree as follows: 1. TERM. This agreement shall be in full force and effect for the term as stated in Exhibit A, unless extended by amendment. 2. CONSULTANT RESPONSIBILITIES: Consultant is responsible for performing the work as identified in Exhibit A, contained herein. The Consultant commits the necessary principal personnel to the performance of such services for the duration of this Agreement. 3. CITY RESPONSIBILITIES The City shall provide, in a reasonable timely fashion, the Consultant with any documentation, records, reports, statistics or other data or information pertinent to the provision of services, which are reasonably available to the City. The City will provide a contact person to assist in the timely resolution of any issues that may arise. EXHIBIT "A" 1 2013-98 4. CONFIDENTIALITY OF REPORTS The Consultant shall keep confidential all reports, information and data received, prepared or assembled pursuant to performance hereunder. Such information shall not be made available to any person, news release, firm, corporation, or entity without prior written consent of the City or as otherwise required by law. 5. COMPENSATION The actuarial valuation cost analyses of retiree medical benefits (three scenarios) for the City of San Bernardino will not exceed $39,200.00. This fee is inclusive of all professional fees and expenses. 6. NONDISCRIMINATION• MONITORING AND REPORTING WORK PERFORMANCE.employees, In the performance of this Agreement and its d officers, employees or agents to engage in, Consultant shall not engage in, nor permit in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medi b l law. condition, marital status, sexual gender or sexual orientation, or any other status protected Y 7. CONFLICT OF INTEREST The Consultant shall maintain a code or standard of conduct. The Consultant shall neither solicit nor accept gratuities, favors, or anything ible b monetary state laws, rules work and regulations, the the Scope of Services. To the extent permissible Y standards adopted by the Consultant shall provide for penalties, sanctions, or other disciplinary actions to be applied for violations of such standards by the Consultant. 8. INDEPENDENT CONTRACTOR The Parties intend that the relationship between them created under the Agreement is that of an independent contractor only. The Consultant shall perform each element of the work set forth in the Scope of Services as an independent contractor and shall not be considered an employee of the City. This Agreement is by and between the Consultant and the City, and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture or association, between the City and the Consultant. The City is interested only in the results obtained under the Agreement; unless otherwise indicated and under unusual circumstances,the manner and means of performing the services are subject to the Consultant's sole control. The Consultant shall have no right or authority to bind or commit the City. The Consultant shall not be entitled to any benefits, including, without limitation, worker's compensation, disability insurance, vacation or sick pay. The Consultant shall be responsible for providing at its expense, and in its name, disability, worker's compensation or other insurance. The Consultant assumes full and sole responsibility for, and shall therefore pay, any and all federal and state income taxes, Social Security, estimated taxes, unemployment taxes, and 2 2013-98 • any other taxes incurred as result of the compensation set forth herein. The Consultant agrees further to provide the City with proof of payment upon reasonable demand. The Consultant holds the City harmless from and against any and all claims, demands, losses, costs, fees, liabilities, taxes, penalties, damages or injuries suffered by the City (including, but not limited to, attorney fees and court costs, whether or not litigation is commenced) arising out of the failure of the Consultant to comply with this provision. Further, this indemnification shall apply to any and all claims, demands, losses, costs, fees, liabilities, taxes, penalties, damages and injuries suffered by the City as a result of the classification of the Consultant as independent contractor under this Agreement. 9. RECORDS The Consultant shall keep full and accurate records of all consulting work performed under this Agreement. All records, content, sketches, drawings, prints, computations, charts, reports and other documentation made in the course of the consulting work performed hereunder, or in anticipation of the consulting work to be performed in regard to this Agreement, shall at all times be and remain the sole property of the City and the Consultant shall turn over to the City all copies of the Work Records within seven(7) calendar days after a written request by City. 10. BUSINESS LICENSE/TIN Consultant shall obtain a San Bernardino business license and provide the City with evidence that its license has been obtained on or before receipt of payment hereunder. The Consultant agrees to keep said license current and valid throughout the term of this Agreement. Consultant shall obtain a state and federal taxpayer identification number and shall provide evidence to the City that this number has been obtained. 11. RIGHT TO OBTAIN OTHER CONTRACTURAL ARRANGEMENTS. The Consultant at any time has the right: (a) accept employment or other association with any person, city or company in the United States of America or any Territory thereof, or through media reasonably accessible by persons in the United States of America or any Territory thereof, or (b) in the United States of America or any Territory thereof, or through media reasonably accessible by Persons in the United States of America or any Territory thereof, engage in activities, projects or services similar in nature or competitive with those of the City, limited only by the confidential information described in Section 4, or (c) become employed by, associate with or otherwise engage any entity anywhere in the world. The City acknowledges that the provisions of this Section are reasonable in light of the legitimate business needs of the City. 12. SUCCESSOR AND ASSIGNMENT. The services as contained herein are to be rendered by the Consultant whose name is as appears first above written and said Consultant shall not assign nor transfer any interest in this Agreement without the prior written consent of the City. 3 2013-98 13. INDEMNIFICATION. The Consultant agrees to indemnify, defend and hold harmless the City of San Bernardino ("City"), its agents, officers and employees from and against all liability, expense, including defense costs and legal fees, and claims for damages of any nature whatsoever, including,but not limited to, bodily injury, death, personal injury or property damage arising out of this Agreement from the Consultant's or the Consultant's employees or agents negligence, errors or omissions connected with the services performed by or on behalf of the Consultant pursuant to this Agreement. The h costs,Agreement on behalf of the CITY shall bett�onsidered members of his office in enforcing this Ag as "attorneys' fees" for the purposes of this paragraph. The Consultant agrees to obtain a policy of insurance in the minimum amount of$1,000,000.00 (one million dollars) to cover any and all claims. The Consultant shall provide the City with evidence that the necessary liability insurance has been obtained, and that the Agency has been named as an additional insured on said policy by the Effective Date hereof. 14. LIMITATION OF LIABILITY The City agrees that Contractor's total liability to the City for any and all damages whatsoever arising out of or in any way related to this Agreement from any cause, including but not limited to contract liability b h of warrantysshalllnot, in,the aggregate)excee strict liability,breach of contract or $150,000. In no event shall Contractor be liable for indirect, special, incidental, economic, consequential or punitive damages, including but not limited to lost revenue, lost profits, replacement goods, loss of technology rights or services, loss of data, or interruption or loss of use of software or any portion ractor has been legal theory under which such damages are sought even if Contractor advised of thelikel hood of such damages, and notwithstanding any failure of essential purpose of any limited remedy. Any claim by the City against Contractor relating to this Agreement must be made in writing and presented to Contractor within one (1) year after the date on which Contractor completes performance of the services specified in this Agreement. 15. MODIFICATION. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the Parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by both parties. 16. CHOICE OF LAW. is This Agreement, and any dispute arising g the g between the parties to thhe Agreement, shall be governed by California of another jurisdiction's laws. 4 2013-98 17. COMPLIANCE WITH LAWS/VENUE The parties agree to be bound by applicable federal, state, and local laws, regulations and directives as they pertain to the performance of this Agreement. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 18. SEVERABILILTY In the event that any provision herein contained is held to be invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect, impair, or invalidate any other provision contained herein. If any such provision shall be deemed invalid due to its scope of breadth, such provision shall be deemed valid to the extent of the scope of breadth permitted by law. 19. INTERPRETATION No provision of this Agreement is to be interpreted for or against either party because that party or that party's legal representative drafted such provision, but this Agreement is to be construed as if it were drafted by both parties hereto. 20. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy, shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 21.NOTICE Notices herein shall be presented in person or by certified or registered United States mail, as follows: To the Consultant: Bartel Associates, LLC 411 Borel Avenue, Suite 101 San Mateo, Ca 94402 Attn: Ji Bartel, President 1 15 Phone: (650) 377-1600 To the City: City of San Bernardino 300 North D Street San Bernardino, CA 92418 Attn: Finance Director Phone: (909) 384-5331 5 2013-98 Nothing in this paragraph shall be construed to prevent the giving of notice by personal service. 22. ENTIRE AGREEMENT This Agreement, with Exhibit "A", constitutes the final, complete and exclusive statement of the terms and the agreement between the parties pertaining to the engagement of the Consultant by the City and the entire understanding of the parties and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, no is any party relying on, any representation or warranty outside those expressly set forth in this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first written above. CITY OF SAN BERNARDINO Dated: c-"/G2-3/43 By: dam'/ _, ,,, Al 7J. Parker, City Manager CONSULTANT Bartel. ssociat , L_ Dated: By: "-. K John Bartel, President Approved as to Form: By: /, 7 7 es F. Penman, City Attorney 6 2013-98 Exhibit A Scope of Work Retiree Healthcare Benefit Actuarial Cost Analyses for Bankruptcy Proceedings This scope of work shall include an actuarial cost analyses reflecting alternative retiree medical benefits under the City's bankruptcy proceedings. This scope of work summarizes our fees for actuarial cost analyses of only the City's bankruptcy proceedings. The cost analyses were produced with the preliminary actuarial valuation results and have been presented to City staff. Background Under the current bankruptcy proceedings,the City intends to reduce its payments for retiree healthcare (medical and life insurance). Details of the future benefits have not yet been formally agreed upon. We provided three alternatives that best describe the range of possible reductions in benefits. The first alternative is the highest cost/lowest reduction of benefits,while the third alternative shows the lowest cost/largest reduction in benefits. The second alternative shows a reduction in benefits that is in between the other two scenarios. The table below shows a summary of the alternative benefits as compared to the current benefits: Current Alternative Scenario MOUs #1 #2 #3 • PEMHCA • Capped at • Capped at • Capped at • Cash Subsidy during Minimum(4.5% $112/month for $112/month for $112/month for Bankruptcy(1/1/13 to increases) all retirees all retirees all retirees 6/30/14) • Police with • Same as • $112 cap • $112 cap • Cash Subsidy after 20/25/30 YOS Current MOUs applies to all applies to all Bankruptcy(beginning receive retirees,future retirees,no 2014/15) $200/350/450 increases at 3% future increases (3%increases) • Yes,for all • Yes,for all • Yes,for all • Yes,for current • Implied Subsidy retirees retirees retirees retirees • Eliminated for future retirees Additional data work required for the OPEB valuation in order to clean up the data prior to use in the actuarial valuation. Cleanup involved matching multiple files in order to remove erroneous data and replace it with corrected data. At the end of January,the City Council approved a number of resolutions related to the bankruptcy. Generally these resolutions set the current cash benefits to $112/month and all the above assume this continues through June 30,2014. Fees Our fees for the actuarial cost analyses under the City's retiree healthcare plan,will not exceed $39,200.00,unless the project scope changes. This fee estimate does not include additional fees if we are asked to adjust any of the alternative scenarios described above. 7 2013-98 These fees are based upon the following hourly rates: $250 -$300 Partner Assistant Vice President $200-$225 Senior Actuarial Analyst $150 Actuarial Analyst $125 Administrative Support $75 Our fee estimate may be higher if: • The City changes any of the scenarios,or needs cost analyses under additional scenarios. ■ Results are needed separately for additional employee groups. • Results are needed for additional assumptions,funding methods, contribution policies,or alternative plan designs. Additional meetings to discuss the alternatives are required. 8