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RES 2018-1169 - Agmt with Milliman Inc for retiree health care benefit planCity of Omaha Jean Stothert, Mayor Honorable President and Members of the City Council, Finance Department Omaha/Douglas Civic Center -; 1,^ 1819 Farnam Street, Suite 1004 M Omaha, Nebraska 68183-1004 (402) 444-5416 Telefax (402) 546-1150 Stephen B. Curtiss Finance Director Allen Herink City Comptroller Attached is a proposed resolution for approval of a Professional Services Agreement between the City of Omaha and Milliman, Inc. Under the Agreement, Milliman, Inc. would perform actuarial services relating to the City's retiree health care benefit plan, including an actuarial valuation of the plan as of January 1, 2018, and GASB 75 disclosures for the years 2018 and 2019. These services are professional in nature and unique and non-competitive, thus not requiring competitive bidding under Omaha Home Rule Charter section 5.16. All costs will be incurred in one year. The cost of the Agreement is $25,000.00, which would be paid from 2018 Fund I 1111, Organization 119014, Account 42268. Your favorable consideration is respectfully requested. Respectfully submitted, Referred to City Council for Consideration: J/� G /� 6 � �_ , d"l, � 1 -- V Stephe B. Curtiss 4 hate Mayor's Office Date Finance Director Approved: Z !1 Franklin T. Thompson Date Human Rights and Relations Director City Clerk Office Use Oniy: RESOLUTION NO. ) ) X Publication Date (if ap lica le): Agenda Date: 12-11 wig Department: , � Submitter: CITY OF OMAHA LEGISLATIVE CHAMBER Omaha, Nebraska RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: WHEREAS, the City and Milliman, Inc. previously entered into a January 13, 2011 agreement under which Milliman Inc. performed actuarial services relating to the City's retiree health care benefit plan; and, WHEREAS, the Parties wish to enter into a similar agreement for similar services, involving an actuarial valuation of the plan as of January 1, 2018, and related GASB 75 disclosures for 2018 and 2019; and, WHEREAS, Milliman, Inc.'s proposed services are professional services for which competitive bidding is not required pursuant to Omaha Home Rule Charter section 5.16; and WHEREAS, the City and Milliman, Inc. desire to enter into the attached Professional Service Agreement for actuarial services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: THAT, the attached Professional Services Agreement with Milliman, Inc. for actuarial services relating to the City's retiree health care benefit plan is hereby approved; and the Finance Department is authorized to pay $25,000 for these professional services from 2018 Fund 11111, Organization 119014, Account 42268. APPROVED AS TO FORM: DEPUTY CITY ATTORNEY DATE Adopted: Attest: Approved: PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is hereby made and entered into this ID 01 day of Dc & .. 2018, by and between the City of Omaha, a municipal corporation located in Douglas County, Nebraska (hereinafter referred to as the "City" or "Plan Sponsor"), and Milliman, Inc. (hereinafter referred to as the "Provider" or "Milliman"), on the terms, conditions and provisions as set forth herein below. All references to "Contractor" shall mean "Provider". PROJECT NAME AND DESCRIPTION Actuarial valuation for the City post -employment health care plan as of January1, 2018, and GASB 75 disclosures at FYE 2018 and FYE 2019, as more fully described in the November 6, 2018 Proposal (described herein as "Proposal" and attached as Exhibit "A"). II. DUTIES OF PROVIDER A. Provider agrees to perform professional services, as set out and more fully described in the Proposal. Such services shall be completed in a timely manner as described in the Proposal. B. Provider designates Rebecca Sielman whose business address and phone number is 80 Lamberton Road, Windsor, CT 06095 and (860) 687-0125 as its project manager and contact person for this project. C. Provider agrees to maintain records and accounts, including personnel, financial and property records, sufficient to identify and account for all costs pertaining to the project and certain other records as may be required by the City to assure a proper accounting for all project funds. These records shall be made available to the City for audit purposes and shall be retained for a period of five (5) years after the expiration of this Agreement. D. Provider agrees to prepare a schedule of compensation, detailing hourly rates for all compensated providers, employees, and subcontractors. E. Provider agrees to have a current Contract Compliance Form (CC-1) on file with the City's Human Rights and Relations Department prior to signing the agreement. III. DUTIES OF CITY City designates Don Drazdys whose business address and phone number are 1819 Farnam Street, Suite 1004, Omaha, NE 68183 and (402) 444-5460 as its contact person for this project, who shall provide a notice to proceed and such other written authorizations as are necessary to commence or proceed with the project and various aspects of it. IV. COMPENSATION AND PAYMENT A. The cost of services as specified in the Proposal shall be $25,000.00 (please see Exhibit A for further detail). City acknowledges the obligation to pay Provider for services rendered, whether arising from City's request or otherwise necessary as a .result of this engagement, at Provider's standard hourly billing rates for the personnel utilized plus all out-of-pocket expenses incurred. Provider will bill City periodically for services rendered and expenses incurred. All invoices are payable upon receipt. Provider reserves the right to stop all work if any bill goes unpaid for 60 days. In the event of such termination, Provider shall be entitled to collect the outstanding balance, as well as charges for all services and expenses incurred up to the date of termination. B. INCREASE OF FEES The parties hereto acknowledge that, as of the date of the execution of the Agreement, Section 10-142 of the Omaha Municipal Code provides as follows: Any amendment to contracts or purchases which taken alone increase the original fee as awarded (a) by ten percent, if the original fee is one hundred fifty thousand dollars ($150,000) or more, or (b) by seventy-five thousand dollars ($75,000) or more, shall be approved by the City Council in advance of the acceptance of any purchase in excess of such limits. However, neither contract nor purchase amendments will be split to avoid advance approval of the City Council. The originally approved scope and primary features of a contract or purchase will not be significantly revised as a result of amendments not approved in advance by the City Council. The provisions of this section will be quoted in all future City contracts. Nothing in this section is intended to alter the authority of the Mayor under section 5.16 of the Charter to approve immediate purchases. V. OWNERSHIP AND USE OF INSTRUMENTS OF SERVICE The City acknowledges the Provider Tools (defined below) as instruments of professional service. Nevertheless, upon completion of the services and payment in full of all monies due to the Provider, the final documents prepared under this Agreement shall become the property of the City. The City shall not reuse on another Project or make any modifications to the documents without prior written authorization of the Provider. The City agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Provider, its officers, directors, employees and subconsultants (collectively, Provider) against any damages, liabilities or costs, including reasonable attorneys' fees and defense costs, arising from or in any way connected with the unauthorized reuse or modification of the documents by the City, regardless of whether such reuse or modification is for use on this Project or another project. Provider shall retain all rights, title and interest (including, without limitation, all copyrights, patents, service marks, trademarks, trade secret and other intellectual property rights) in and to all technical or internal designs, methods, ideas, concepts, know-how, techniques, generic documents and templates that have been previously developed by Provider or developed during the course of the provision of the services provided such generic documents or templates do not contain any City Confidential Information ("Provider Tools"). Rights and ownership by Provider of Provider Tools shall not extend to or include all or any part of City's Confidential Information. To the extent that Provider may include in the final documents prepared under this Agreement any Provider Tools, Provider agrees that City shall be deemed to have a fully paid up license to make copies of the Provider Tools as part of this engagement for its internal business purposes and provided that such Provider Tools cannot be modified or distributed outside the City without the written permission of Provider or except as otherwise permitted hereunder. Provider's work is prepared solely for the internal business use of the City. To the extent that Provider's work is not subject to disclosure under applicable public records laws, Provider's work may not be provided to third parties without Provider's prior written consent. Provider does not intend to benefit or create a legal duty to any third party recipient of its work product, and Provider may include a legend on its reports so stating. City agrees not to remove any such disclaimer language from Provider's work. Provider's consent to release its work product to any third party may be conditioned on the third party signing a Release, subject to the following exception(s): (a) the City may provide a copy of Provider's work, in its entirety, to the City's professional service advisors who are subject to a duty of confidentiality and who agree to not use Provider's work for any purpose other than to benefit the City; (b) the City may provide a copy of Provider's work, in its entirety, to other governmental entities, as required by law. No third party recipient of Provider's work product should rely upon Provider's work product. Such recipients should engage qualified professionals for advice appropriate to their own specific needs. VI. ADDITIONAL SERVICES In the event additional services for the aforementioned Project not covered under this Agreement are required, the Provider agrees to provide such services at a mutually agreed upon cost. VII. INDEMNIFICATION AND LIMITATION OF LIABILITY The Provider agrees, to the fullest extent permitted by law, to indemnify, defend and hold harmless the City, its officers, directors and employees (collectively, City) against all damages, liabilities or costs, including reasonable attorney's fees and defense costs, to the extent arising from third party claims caused by (a) the Provider's grossly negligent performance of professional services, (b) fraud or (c) willful misconduct under this Agreement and that of its subconsultants or anyone for whom the Provider is legally liable; provided, that with respect solely to the said duty to defend, such duty of the Provider to defend shall arise only if, and to the extent, such duty is covered by Provider's liability insurance. The City agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Provider, its officers, directors, employees and subconsultants (collectively, Provider) against all damages, liabilities or costs, including reasonable attorney's fees and defense costs, to the extent arising from third party claims caused by (a) gross negligence, (b) fraud or (c) willful misconduct, by the City or its subconsultants or anyone for whom the City is legally liable, in connection with the Project. Neither the City nor the Provider shall be obligated to indemnify the other party in any matter whatsoever for the other parry's own negligence. Provider will perform all services in accordance with applicable professional standards. In the event of any claims arising from services provided by Provider at any time, the total liability of Provider, its officers, directors, agents and employees to City shall not exceed five million dollars ($5,000,000). This limit applies regardless of the theory of law under which a claim is brought, including negligence, tort, contract, or otherwise. In no event shall Provider be liable for lost profits of City or any other type of incidental or consequential damages. The foregoing limitations shall not apply in the event of the gross negligence, fraud or willful misconduct of Provider, or with respect to Provider's indemnity obligation in this Section VII. VIII. TERMINATION .OF AGREEMENT This Agreement may be terminated by the City upon written notice to the Provider of such termination and specifying the effective date at least seven (7) days prior to the effective date of such termination. In the event of termination, the Provider shall be entitled to the agreed upon payment for services rendered to the date of termination, and all finished or unfinished documents, data surveys, studies, drawings, maps, models, reports or photographs shall become, at the City's option, its property. For clarity, Provider makes no express or implied warranty and shall have no liability of any form whatsoever with respect to any draft or unfinished work product that is delivered to the City pursuant to this clause. IX. GENERAL CONDITIONS A. Non-discrimination. Provider shall not, in the performance of this Agreement, discriminate or permit discrimination in violation of federal or state laws or local ordinances because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, age, or disability as recognized under 42 USCS 12101 et seq. and Omaha Municipal Code section 13-89, race, color, creed, religion, sex, marital status, sexual orientation, gender identity, national origin, age, or disability. B. Captions. Captions used in this Agreement are for convenience and are not used in the construction of this Agreement. C. Applicable Laws and bis&te Resolution. Parties to this Agreement shall conform with all existing and applicable City ordinances, resolutions, state laws, federal laws, and existing and applicable rules and regulations. Nebraska law will govern the terms and the performance under this Agreement. If any dispute occurs between the parties, they shall attempt in good faith to resolve the dispute by mediation. In such mediation, the parties thereto will choose a mutually acceptable mediator with a background in insurance, actuarial science or law. If such mediation fails after a good -faith effort has occurred, only then may a party institute litigation. The parties agree that any litigation will be filed and conducted in the federal courts located in Douglas County, Nebraska and, subject to the next sentence, all parties consent to the exclusive venue and the personal jurisdiction of such federal courts. A party may challenge federal jurisdiction under 28 U.S.C. § 1332 only if such motion is based solely on a lack of sufficient amount in controversy. Both parties agree to waive the right to a trial by jury." D. Interest of the City. Pursuant to Section 8.05 of the Home Rule Charter, no elected official or any officer or employee of the City shall have a financial interest, direct or indirect, in any City Agreement. Any violation of this section with the knowledge of the person or corporation contracting with the City shall render the Agreement voidable by the Mayor or Council. E. Interest of the Provider. The Provider covenants that he presently has no interest and shall not acquire any interest, direct or indirect, which would conflict with the performance of services required to be performed under this Agreement; he further covenants that in the performance of this Agreement, no person having any such interest shall be employed. F. Merger. This Agreement shall not be merged into any other oral or written agreement, lease, or deed of any type. This is the complete and full Agreement of the parties. G. Modification. This Agreement contains the entire Agreement of the parties. No representations were made or relied upon by either party other than those that are expressly set forth herein. No agent, employee, or other representative of either party is empowered to alter any of the terms hereof unless done in writing and signed by an authorized officer of the respective parties. H. Assignment. The Provider may not assign its rights under this Agreement without the express prior written consent of the City. 1. Strict Compliance. All provisions of this Agreement and each and every document that shall be attached shall be strictly complied with as written, and no substitution or change shall be made except upon written direction from authorized representative. J. LB 403 Contract Provisions. - NEW EMPLOYEE WORK ELIGIBILITY STATUS - The Contractor is required and hereby agrees to use a federal immigration verification system to determine the work eligibility status of new employees physically performing service within the State of Nebraska. A federal immigration verification system means the electronic verification of the work authorization program authorized by the Illegal Immigration Reform and Immigrant Responsibility Act of 1996, 8 U.S.C. 1324a, known as the E-Verify Program, or an equivalent federal program designated by the United States Department of Homeland Security or other federal agency authorized to verify the work eligibility status of a newly hired employee. If the Contractor is an individual or sole proprietorship, the following applies: 1. The Contractor must complete the United States Citizenship Attestation Form, available on the Department of Administrative Services website at www.das.state.ne.us 2. If the Contractor indicates on such attestation form that he or she is a qualified alien, the Contractor agrees to provide the US Citizenship and Immigration Services documentation required to verify the Contractor's lawful presence in the United States using the Systematic Alien Verification for Entitlements (SAVE) Program. 3. The Contractor understands and agrees that lawful presence in the United States is required and the Contractor may be disqualified or the contract terminated if such lawful presence cannot be verified as required by Neb. Rev. Stat. §4-108. K. `Certificate of Authorization. If this Agreement contemplates the performance of professional architecture or engineering work by the Provider, the Provider shall provide to the City, and maintain in good standing, a current Certificate of Authorization from the State of Nebraska as required by Neb. Rev. Stat. section 81-3436. L. Debarment or susaens"ran by anv federal agent (This section applies if.any wart of this A reement is funded by., a federal a enc . Office of Management and Budget (OMB) guidelines require that any individual or entity that has been placed on the Excluded Parties List System ("EPLS" - available for review through www.sam:gov) may not be a participant in a federal agency transaction that is a covered transaction or act as a principal of a person participating in one of those covered transactions. These guidelines apply to covered transactions under a grant from any federal agency for which a recipient expects to receive reimbursement for expenditures incurred or an advance on future expenditures. The Contractor providing goods and/or services to the City of Omaha certifies, by acceptance and execution of this Agreement, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. The Contractor further agrees, by accepting and executing this Agreement, that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the Contractor or any lower tier participant is unable to certify this statement, it shall attach an explanation to this Agreement. M. Contract Compliance "Ordinance No. 35344, Section 10-192 Equal Employment Opportunity Clause During the performance of this contract, the Contractor agrees as follows: 1} The Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, national origin, age, or disability. The Contractor shall ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, gender identity, national origin, age, or disability. As used herein, the word "treated" shall mean and include, without limitation, the following: recruited, whether by advertising or by other means; compensated; selected for training, including apprenticeship; promoted; upgraded; demoted; downgraded; transferred; laid off; and terminated. The Contractor agrees to and shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officers setting forth the provisions of this nondiscrimination clause. 2) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor; state that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, sexual orientation, gender identity, national origin, age, or disability. 3) The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding a notice advising the labor union or worker's representative of the Contractor's commitments under the Equal Employment Opportunity Clause of the City and shall post copies of the notice in conspicuous places available to employees and applications for employment. 4) The Contractor shall furnish to the Human Rights and Relations Director all Federal forms containing the information and reports required by the Federal government for Federal contracts under Federal rules and regulations, and including the information required by Sections 10192 to 10194, inclusive, and shall permit reasonable access to his records. Records accessible to the Human Rights and Relations Director shall be those which are related to Paragraphs (1) through (7) of this subsection and only after reasonable notice is given the Contractor. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. 5) The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing provisions of Paragraphs (1) through (7) herein, including penalties and sanctions for noncompliance; however, in the event the Contractor becomes involved in or is threatened with litigation as the result of such directions by the City, the City will enter into such litigation as necessary to protect the interests of the City and to effectuate the provisions of this division; and in the case of contracts receiving Federal assistance, the Contractor or the City may request the United States to enter into such litigation to protect the interests of the United States. 6) The Contractor shall file and shall cause his subcontractors, if any, to file compliance reports with the Contractor in the same form and to the same extent as required by the Federal government for Federal contracts under Federal rules and regulations. Such compliance reports shall be filed with the Human Rights and Relations Director. Compliance reports filed at such times as directed shall contain information as to the employment practices, policies, programs and statistics of the Contractor and his subcontractors. 7) The Contractor shall include the provisions of Paragraphs (1) through (7) of this Section, "Equal Employment Opportunity Clause", and Section 10193 in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or vendor. N. Conflict. In the event of any conflict between this Agreement and any of the exhibits attached hereto, the terms of this Agreement shall take precedence. EXECUTED this tom day of &— �^ t 7!ATTES cn�Cldrk 01 APPROVED AS TO FORM: Deputy City Attorney CITY OF O AHA, A Municipal Corporation y _ Mayor 10 W. Market Street Milliman, Suite 1600 Indianapolis, IN 46204 USA Tel +1 317 524 3566 Fax +1 317 639 1001 November 6, 2018 milliman,com Ms. Kyungae Jun City of Omaha 1819 Famam Street, Room 1004 Omaha, Nebraska 68183 Re: GASB 75 Actuarial Valuation as of January 1, 2018 Dear Kay: This letter summarizes the scope and timing of the project, and fees required for Milliman to perform an Actuarial Valuation of the City of Omaha's post -employment healthcare plan in accordance with GASB 75. Background The City of Omaha provides pre-65 postemployment healthcare benefits for approximately 2,600 active employees and 1,500 retirees, spouses, and surviving beneficiaries. The City pays benefits into a trust for Fire active members and certain Fire retiree members. The plans are administered by a third -party administrator for all other City members. The medical benefits are unfunded and on a pay as you go basis. Please let us know if the general description of the plan is incorrect. Project Description Milliman will prepare an actuarial valuation as of January 1, 2018 based on updated census and premium information. Valuations must be performed at least every other year. The January 1, 2018 valuation will form the basis for GASB 75 disclosures at FYE 2018 and FYE 2019. The valuation report will include: Calculation of the Total OPEB Liability A. Details of the census data used in the valuation • Analysis of your benefit costs, including how they vary by age and how they are expected to increase in the future • 10-year projection of cash flows and liabilities 4 Summary of the actuarial assumptions and methodology in Summary of the principal plan provisions Milliman will then prepare a GASB 75 report for the fiscal year ending December 31, 2018. This report will be based on the results of the January 1, 2018 actuarial valuation. The report will contain all of the information you and your auditors need for complying with GASB 75: Calculation of the Total OPEB Liability 1! A reconciliation of the changes in the Total OPEB Liability • Sensitivity analysis of the impact of a +/- 1% change in the discount rate and a +/- 1% change in the medical trend assumption Determination of the annual OPEB expense Offices in Principal Cities Worldwide Ms. Kyungae Jun November 6, 2018 Page 2 Tracking of balances of deferred inflows and outflows • Summary of the actuarial assumptions and methodology Glossary of key terms The interest rate used to discount cash flows under GASB 75 depends on the estimated long-term yield on the investments used to finance the benefits. To the extent that dedicated assets are available to pay plan benefits, the discount rate will reflect expected returns on those assets. We will provide estimates of the Net OPEB Liability (TOL) based on one interest and one trend rate but show the sensitivity of the liability to other rates. We expect any discussion of the report can be done by phone. We will be glad to meet with the City if that is preferred; however, no meeting fees or expenses have been included in our fee quote. Timing We will begin the assignment upon receipt of a signed copy of the acknowledgment at the end of this engagement letter. We expect the project will take about 8 - 10 weeks from the time we receive all of the requested data. Staffing Kent Germann will oversee the development of the non -health related assumptions and produce the valuation results and report. One of our health actuaries will oversee the development of the expected health care costs and trend assumptions. Fees The fee for the January 1, 2018 actuarial valuation is $18,000. This assumes that there are no plan changes that must be valued separately. The fee for the December 31, 2018 GASB 75 reporting will be $2,000. The fee for the December 31, 2019 GASB 75 reporting will also be $2,000. • Also, there is a one-time fee of $3,000 due to the change in GASB standards from 45 to 75. is Unanticipated changes in assumptions (requested by City) are not included in the fees. The fee for additional liability determinations that may be required due to plan changes from the previous valuation will be based on the scope and complexity of the changes and will be billed on a time and expense basis based on our standard billing rates. Subsequent meetings, audit requests, analysis, presentations, studies, and alterations will be billed on a time and expense basis based on our standard billing rates. Fee quotes will be provided if any additional work is requested. Data Needs Our data request is contained in a separate attachment. Service Requirements In order for us to provide services for this engagement, Milliman requires your acceptance of several provisions. Milliman Ms. Kyungae Jun November 6, 2018 Page 3 Consulting Services Agreement This engagement is subject to the Consulting Services Agreement between City of Omaha and Milliman effective January 1, 2011. This details the conditions under which we can provide services. The contents of this letter are intended to replace the original Schedule A referred to in the agreement. We appreciate the opportunity to work with you on this project. If you agree with the description of the services and the terms of the engagement, please sign and return the acknowledgement below. Please let us know if you have questions. Sincerely, Kenneth R. Germann, ASA, EA, MAAA Consulting Actuary Acknowledgement I have read the engagement letter, including the scope of the assignment and the estimated costs, and authorize Milliman to proceed with the assignment as described above. I am also aware that this engagement is subject to the provisions agreed to in the attached Consulting Services Agreement between City of Omaha and Milliman. z4 ,, n-K3 & - Signs re VDate Print Name Title KRG Milliman i Item Submitted By: Department: Finance Council Meeting Date: December 18, 2018 Res. that, the Professional Services Agreement with Milliman, Inc. for actuarial services relating to the City's retiree health care benefit plan is hereby approved. (The Finance Department is authorized to pay $25,000.00 for these professional services from 2018 Fund 11111, Organization 119014, Account 42268.) 0 Presented to City Council December 18, 2018 ............................................................... . APPROVED 7-0 ............................................................... elimGeth Iyumer .............................................................. City Clerk