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HomeMy WebLinkAbout2022 CON Govinvest - Pension Services and Technology CorpSHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND GOVINVEST THIS AGREEMENT is entered into this 11th day of May, 2022, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and G VII VEST, a pension services and technology corporation (the "CONTRACTOR"). NOW, THEREFORE, CITY agrees to engage CONTRACTOR to perform the services set forth herein in accordance with the following terms and conditions: 1. Description of Services. CONTRACTOR shall provide custom built pension software for the CITY. The software allows the CITY to stress -test various changes to the assumptions of the plans, including Discount Rate, Investment Return, Employee and Employer additional contributions, impact of salary adjustments, workforce changes, and adjusting the amortization period of method based on the plan design and assumptions. The main purpose of the software is to educate and help outline various funding policies, and have a more accurate and clear picture of the City's liabilities and costs, how they will grow over time and how to make better -informed decisions impacting the pension long-term. The software provides real-time ad - hoc analysis. with assumption changes and the ability to accurately plan and forecast costs and liabilities in an efficient, intuitive, visual and numeric way. Along with the services outlined in Exhibit "A" and as specified by the City Manager. 2. Len th o ree ent. The duration of this Agreement is from July 1, 2021 through June 30, 2022. 3. Compensation. The total compensation to CONTRACTOR for providing the services set forth herein shall not exceed an annual total cost of $ ,2 7 . 4. Payment Schedule. CITY will make payment within thirty 0 days of receiving and approving a billing statement for the satisfactorily completed services of CONTRACTOR. 5. Termination. CITY may terminate this Agreement at any time by providing thirty (30) days written notice to CONTRACTOR. 6. Independent Contractor. It is agreed that CONTRACTOR is an independent Contractor, and all persons working for or under the direction of CONTRACTOR are CONTRACTOR'S agents, servants and employees, and said persons shall not be deemed agents, servants, or employees of CITY. 7. Insurance. CONTRACTOR shall obtain: A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, Standard Short Form Agreement City of National City and Revised January 2021 Govinvest and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an tdrsseae that shall be incorporated into the policy. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and separate additional insured endorsements shall be provided. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City do Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. I, Insurance shall be written with only insurers authorized to conduct business in California which hold a current policy holder's alphabetic and financialsize category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal fmancial stability that is approved by the City's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with, and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all insurance policies required by this Standard Short Form Agreement Page 2 of 6 City of City and Revised January 2021 GovInvest Section 7 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to , maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self -insured retentions in excess of $10,000 must b.e disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 7, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. L. If the CONTRACTOR maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the CONTRACTOR. Any available, insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 8. Indemnification and Hold Harmless. To the maximum extent provided by law, the CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR'S performance or other obligations under this Agreement; provided, however, that this indemnification and: hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 8. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 9.1 PERS Eligibility Indemnification. If CONTRACTOR' s employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California ' Public Pnployees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONTRACTOR'S employees providing service under this Agreement shall not:(1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; enroll in PERS as an employee of CITY; receive any employer contributions paid by CITY for PERS benefits; or be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONTRACTOR' s employees hereby waive any claims to benefits or compensation described in this Section 9. This Section 9 applies to CONTRACTOR notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. g y� p g 9.2 Limitation of CITY Liability., The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and Standard Short Form Agreement Page 3 of 6 City of National City and Revised January 2021 Govinvest CONTRACTOR' s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. 9.3 Indemnification for Ernloyee Payments. CONTRACTOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of(1) CONTRACTOR, 2 any employee of CONTRACTOR, or 3 any employee of CONTRACTOR construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 9. Acceptability oyorl. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance, and/or the compensation payable � � p � to the CONTRACTOR. 10. Business License. CONTRACTOR must possess or shall obtain business license from National City Finance Department before beginning work. 11. Prevailing Wages. State prevailing wage rates may apply to work performed under this Agreement. State prevailingwages rates apply to all public works contracts as set forth in g Pp y California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1 2 . , and 1771. CONTRACTOR is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 12. Administrative Provisions. A. Computation f Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, iSunday or federal, state, or legal holiday. E. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement will control. Standard Short Form Agreement Page 4 of 6 City of Ntional City and Revised January 2021 GovInvest F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment & Assumption of Rights. CONTRACTORshall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver ofany future breach of any such provision or any other provision hereof. I, Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. The CONTRACTOR shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. J. Audit. If this Agreement exceeds ten -thousand dollars I0,0o , the parties shall be subject to the examination and audit of the State Auditor for a period of three 3 years after final payment under the Agreement, per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent, or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants. The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part ofthe original proposal or is allowed by the CITY. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both {the insurance provisions in Section 7 and the indemnification and hold harmless provision of Section 8 ofthis Agreement. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, iii each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONTRACTOR on the date and year first above written. Standard Short Form Agreement Page 5 of 6 City of National City and Revised January 2021 Govinvest CITY OF NATIONAL CITY B;. APPROVED AS TO FORM: By: CONTACT INFORMATION CITY OF NATIONAL CITY 1243 National City Boulevard National City, CA 91950-4397 Phone: (619) 336-4265 ontact: Molly Brennan Title: Administrative Services Director Email: mbrenn .n nationalcitycaigov GOVINVEST. INC. (Corporation — signatures of two corporate o icers required) (Partnership or Sole proprietorship — one signature) By: Jason Huk Director of Sales By: 71/ Zb Max Stat. Director of Customer Success GOVINVEST, INC. 3625 Del Amo Blvd, Suite 200 Torrance, CA 90503 Phone: (31) 371-7106 Contact: Jasmine Nachtigall-Fournier Title: President Email: j asmine ovi v st.corn Taxpayer I.D. No.: 47-1141 9 1 Standard Short Form Agreement Page 6 of 6 City of National City and Revised January 2021 rovinvest 411.11k. • Gov nvest villoo, Insights to your financial future Scope of Services Attention: National City, CA Prepared By: Anthony Escarcega Date: August 2nd, 2021 401/4 Gcv1nve; COMPANY OVERVIEW Since 2014, Govinvest has brought together leading industry experts, engineers, and designers to build innovative technological solutions to empower government agencies to better navigate the complexities of Pension, OPEB, Labor Costing and Financial Modeling. Our solution suite consists of our cloud -based software, actuarial valuations, and expert consulting. There are several qualities that differentiate our approach from other firms. These are: •Experience: We have more depth and experience than most other independent firms. We always respond toclient requests in a timely manner. 'Knowledge Leadership: We've built our firm on knowledge, leadership and leveraging this information for our clients' benefit. •Actionable Insight: Our consultants excel at communicating complex topics so that our clients can make informed decisions. "The software is very user friendly, and staff is very helpful in assisting with questions and helping to better understand the software data" - Deputy City Manager; er; Brisbane "The program has allowed us to provide labor costing while in negotiations. After presenting the program and showing the costing with the labor groups, there is more trust in the city's calculations of the costs for their proposals. " - Deborah Lauchner, Director of Finance Copyright© 2020 GovInvest Inc. PROPOSAL I SOFTWARE SUITEI Govinvest SERVICES INCLUDED WITH PURCHASE OF SOFTWARE U NLIMITE D U SERS ACCESS TO N EW FEATURES DEDICATED tL1SUPPORT AND � TRAINING U NLIMITED TRAINING USING S CREEN SHARES DATA U PDATES AND U PLOADS ACCESS TO MONTHLY WEBINARS REVIEW OF 0 CONSULTATIVE FUNDING °.17111.5) PLANNING o°y'� METHODOLOGIES �it!SESSIONS AND TRENDS 0 0 0 Iln11 3 1 PRESENTATIO N REVIEW & MATERIALS ACCOUNTING REPORTS & EXCEL DOWNLOADS ACCESS TO A TEAM OF LABOR COSTING AND RETIREMENT EXPERTS UNLIMITED PROPOSAL COMPARISONS Copyright© 2020 GovInvest Inc. PROPOSAL I SOFTWARE SUITE' 3 Pension SOFTWARE IMPLEMENTATION 40114 Govinvest NIP* r:c�ltit `.r. yol r filtarj-i I taatl ft! INFORMATION COLLECTION • Gavinvest will work with you during the information collection process • Most data requests can be fulfilled using your valuations and census data. ONBOARDING Once we receive the requested information, our actuaries project your agencies liabilities and costs TESTING • Confirm module specification with client • Create a sophisticated model that matches results to your valuations • Validate results and output Client portal goes live • Client loins delivered • Scheduled one-on-one walk-through of customized software UPDATES, SUPPORT AND WEBINARS (Included) • Monthly webinars with public finance experts • Hands on personal support with dedicated support member Copyright() 2020 GovInvest Inc. • New features and system data updates PROPOSAL AL I SOFTWARE SUITE! 4 41111k Govinvest NIOP COMPLEX ANALYSIS SIMPLIFIED FOR ANY AGENCY PENSION • Project, measure and visualize employer retirement liabilities and costs. Adjust discount rate, investment return, amortization methods, impact on 115 Trusts, and more. CONSULTING • All repREPta ASuaries with more than 30 years of experience. • GASH valuation reports, actuarial funding reports, and budget studies. 3 LABO NEGOTIATION • i..oject retirement costs on proposals, analyze bargaining units, and measure changes in workforce. SUPPOR DEWELOPMEN T • Regular Webinars • Unlimited Individual Training Annual Data Updates Presentation Support Copyright@ 2020 GovInvest Inc. PROPOSAL I SOFTWARE SUITE! 5 4"G Govinvest Insights to your financial future REINVENTING PENSION ANALYSIS & OPEB 1111 Complicated pension information simplified into an interactive and visual software platform that allows you to do perform what- if analysis PENSIO N i41) OPE B 4111/4 ALL GOVINVEST PRODUCTS TEST FUNDING STRATEGIES � INREAL- SensitiyityAnalysis • Amorin& Analysis • Additional Employee & Employer Contributions • Impact of Workforce Growth • Section 115 Trust • Measure Impact of Actual Experiences (Investment Return) • % of ARC payments • Discount Rate • Medical Trend Rate • Additional Payments • • • TRANSPAREN T VISUALS AND ANALYTICS Intuitive Graphs Complex Data Simplified (ex. Implied Subsidy) Visualize Comparisons Sharable Scenarios OPTIMIZE BARGAININ G DECISIONS • Salary/ COLA adjustments • Data Visualization in Interactive Graphical Format • Analyze impact on o Normal Cost pUAL o Funded Status • Premium Caps • Employer % of Premium • Employee Contribution • Vesting Period • Adding Benefit Tiers HANDS ON SUPPORT • Individual Training • Monthly Webinars • Expert Actuarial Support • Presentation Development • Strategic Planning Copyright() 2020 Govinvest Inc. PROPOSAL I SOFTWARE SUITE' Akan Ns* vest InGtq is to your financial future Reinventing Labor Costing Analysis EASY TO USE • Easy census data uploads • • • Can upload salary schedule for anniversary -based salary increases Data inputs and outputs are Excel based Dedicated white glove user training and support You select the costs you want to model • Cloud based software — no downloads needed t/r • ° /3 \• RESULTS CAPABILITES Can configure almost any cost Proposal modeling on the fly Employer versus employee modeling for pension and health care Project costs for up to 10 years Ongoing improvements Create charts and tables on screen for key information by total costs, cost categories, demographics or accounting level results " Full result data downloads as excel files • • User defined demographic reporting Report costs by accounting cuts Add Benefit Tiers Copyright@ 2020 GovInvest Inc. PROPOSAL I SOFTWARE SUITES 7