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A7074 - GOINVEST - ACTUARIAL SVCS & TECHNOLOGY SOFTWARE
CONTRACT SERVICES AGREEMENT Actuarial Services and Technology Software Govinvest THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement') is made and entered into on Mc&-CA" \s , 2018, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Govinvest, an Actuarial Services and Technology Software, ("Contractor"). City and Contractor are individually referred to as"Party" and arc collectively referred to as the "Parties". RECITALS A. City requires the services of actuarial services and technology software, for use of Pension and OPEB Module of the Total Liability Calculator("Project'). B. Contractor has submitted to City a proposal to provide use of Pension and OPEB Module of the Total Liability Calculator, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide use of the Pension and OPEB Module of the Total Liability Calculator services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"), Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders,rules, and regulations. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 720599.1 ORIGINAL BID Revised:1/31/18 AND/OR AGREEMENT 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Contractor shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Contractor. Delays shall not entitle Contractor to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed S25,000. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 2 Revised:1/31/18 720599.1 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maleure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, if Contractor notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the lime for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect fora period of one year, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Contractor may terminate this Agreement, with or without cause, upon thirty(30)days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified services and work: Ted Price, CEO. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 3 Revised:1131118 720599.1 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Contractor shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the matmer, mode, or means by which Contractor, its agents or employees, perform the services required, except as otherwise specified. Contractor shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor's work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Teel Price CEO Stacey Thao Business Development 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit"B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnificatiion. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's performance under this Agreement. This indemnification clause excludes Claims arising from the sole 4 Revised:1/31118 720599.1 negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed,until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Contractor is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Contractor shall indemnify, defend (at Contractor's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually"Indemnified Party"; collectively"Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively"Claims"), including but not limited to Claims arising from injuries or death of persons (Contractor's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Contractor, its agents, employees, or subcontractors, or arise from Contractor's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Contractor's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Contractor shall require all non-design-professional sub-contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Contractor shall require all non- design-professional sub-contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. 5 Revised:1131/18 720599.1 The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Contractor shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Contractor shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either party of any default must 6 Revised:V31118 720599.1 be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 7 Revised:1131118 720599.1 It. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: GovInvest Attention: Ted Price 3625 Del Arno Blvd.#110 Torrance, CA 90503 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses,paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement,by the same. $ Revised:1131118 720599_I 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: By 11!1• David H. Ready, PhD APPROVED BY CITY MAMAGER City Manager ,11�a5G�•oD fl�07H APPROVED TO FORM: ATTEST By: By: -iv Edward Z. Kotkin, A ony J. jig, M C City Attorney City Clerk "CONTRACTOR" Date: 3 -Iq By : I c� tj P(1(rr la�k (name) c fpf C E d Date: (name) (sec-etary) .,ed$_---- he Express Written ration Of The City Not 7o exceed ���.Ard Without The Express Written Authorization Of The City Manager. 9 Revised:1131/18 720599.1 CAUFOMIA ALL-PURPOSE Aco NOWLEDGiIIIIENT CIVIL CODE g 1I80 A nary public ar Omer often cori0 dq this owtificaie vertiee Only the idenoty of to ndwidral who aigned the docunert to which#a owfifcae a aoadad,and not to vuthh irmm.accun y,ar vai ft of that doc rnent state of C is ) cou on 3/lq//$ be(oreme. £sIt& tik&V6zQ Date Here/near}Name and Tide of the Of er personally appeared Ted- IV Price who proved to me on the basis of saliataclory evidence to be the whom ri'lune ware bed to the within instrument and tome that dN executed the same m Altair authorized capacvt;:and thatRF i aigrlaturq(a}on thre'slatunnent the peracryat: the entity upon bel alf of which the person exerted the inetnanent. I certify undar PEPtALTY OF PERJURY viler the laws of the Stria of California but the foregoing paragraph is true and correct- ESTEFANO MEAVZA wmiEssmyhardendof6ciwiiad. Comm. No.2227518 5 NOTARY PUBLIC•CALIFORNIA 4 LOS ANGELES COUNTY Sigrahaa My Comm.Exp.JAN.5,2022 y Sigrrahxa ofNoteryPuGGc Place Notary Seat Abore oPnnAlAL Though this section is oPtionaf,cornpilabW Un mdbmration can defer aReration of the docfinent or fraudulent reaftaahrnant of this farm to an ursnlarmW document Title or Type of Docur, it Clmi yip it'�QYVto C',=ems Hf '3 61/14 Nunber of Pages: � SVmrKOthw Then Named Above_ Cape C7anned by Signer(a) signer's 6: Signer a Marne: ❑CarpaidB Officer—TO*): ❑Corporate Officer—TtI*y ❑Partner— ❑lxrvted ❑General ❑Partner— ❑L.ndted ❑Gerrerel ❑Individual ❑Attorney in Fed ❑Individual ❑Attorney in Fad ❑Trusne ❑Guardian or Coneervetor ❑Trustee ❑Guardian m Conservator ❑Other. ❑OMar•. Signer is Repreaentng: Signer Is Reprsaertng: ®2014 NubDnel NonryAaamud m•www.NataraNdary-erg•140GdfS NOTARY 04KIG-8704W7) Nam#WU 10 Revised:113108 720599.1 EXHIBIT "A" CONTRACTOR'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 11 Revised:V31/18 720599.I City of Palm Springs Proposal for Actuarial Services and Technology 7 ASS Transparent Solutions for Pension & OPEB tnforrnati Attention: Dr. David Ready, City Manager Prepared By: Ted Price, CEO Date: March 6,2018 Actuarial l Services and Technology � Govl nvest Sofffttware and Valuation Proposal Ind9hn ro your fnanciel fimna Page 1 City of Palm Springs GovInvest 3625 Del Amo Blvd Suite 110 Torrance, CA 90503 Date: March 6, 2018 Dr. David Ready, City Manager 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 Dear Dr. Ready, We are submitting this letter to summarize the actuarial consulting and technology services for the City of Palm Springs.This proposal outlines the Post-Retirement Healthcare benefit actuarial report and proprietary software for the pension and healthcare plan of the City. The actuary assigned to your project will be one of our certified actuaries, who have extensive experience in the defined benefit actuarial field. The following material includes discussion of the Company Overview, Scope of Services, Benefits to Your Agency, Data Requirements, Implementation,Added Value, and Terms. Sincerely, Ted Price CEO (310)371-7106 Actuarial Services and Technology Software and Valuation Proposal GovI nvest Insyhtx ro yourfinanrial future Page 2 City of Palm Springs Company Overview Since 2014, Govinvest has brought together leading actuaries, engineers,and designers to build innovative technological solutions to empower government agencies to better control pension liability,OPEB liability, and debt management. Our solution suite consists of actuarial software, actuarial valuations, accounting valuations, and actuarial consulting. When Co-founders Jasmine Nachtigall-Fournier and Ted Price saw the actuarial valuation reports that agencies depended on to make key decisions about funding their future employee benefits, they realized how complicated, outdated, and obsolete the reports could be, and set out to build the Total Liability Calculator, a cloud-based software platform that provides our clients with real-time information, instant actuarial and financial analysis, and insights into how to pay down unfunded liabilities. By facilitating easy communication of complex information to decision-makers and stakeholders, our firm has effectively increased efficiency and education towards transparent solutions. Govinvest's traditional actuarial consulting is led by industry veterans.Our actuaries provide agencies with the required Government Accounting Standards Board (GASB) reporting requirements, and present the reports in simple and intuitive visualizations of the key information. Govinvest is bringing actuarial analysis out of the dark ages. Traditional Silicon Valley Actuarial 4.`.� Technology Consulting Actuarial Services and Technology Software and Valuation Proposal GovI nvest Irnighn ro your financial fiwre Page 3 City of Palm Springs Scope of Services step 1 Step 2 Actuarial Real-Time Analysis Valuation on Software Plafform • Adjust Assumptions • Comply with GASB 75 • Project Costs Easy-to-understand a Present to Council Report • Funding Solutions Step 1: GASB 75 OPEB Actuarial Valuation The actuarial valuation will be based on the census data provided and the actuarial and economic assumptions that are adopted. The calculations will produce the liabilities and annual plan costs on the basis of the requirements of GASB 75 using the Entry Age Normal Actuarial Cost Method. Results will be presented in a fmal report to be presented via webinar. Step 2: Total Liability Calculator—OPEB and Pension Module City healthcare data will be presented on the Total Liability Calculator, a comprehensive dashboard with results extremely easy to understand, convey, analyze, and interact with. The calculator makes understanding GASB 75 and GASB 68 results simple and intuitive, while helping decision makers and constituents get a clear picture of this important outstanding liability and the impact that economic and demographic variables have on the results. Govinvest: The Cutting Edge Required Reports&Disclosures [Traditional Actuarial Consultants] E F Stay On-top of GASB:Understand the assumptions you are approving E F Go Above&Beyond:Effortless transparency for decision-makers and the concerned public f F Actuarial Services and Technology Software and Valuation Proposal ^ Govl nvest IruigMs m your rinaruial{uwre Page 4 City of Palm Springs Implementation Once we receive the census data and plan information, the data upload and actuarial valuation can begin. The following tasks outline the general steps included in the process: 1. Review the plan benefits and the census data for any missing or inaccurate information. Discuss with the City any data issues that need clarification or correction. 2. Discuss and agree upon the actuarial assumptions to be applied in the valuation. Assumptions include interest discount, mortality, gender split, turnover, retirement ages, etc. Calculations will be performed based on one set of assumptions and using the Entry Age Normal Actuarial Cost method. 3. Determine the implicit rate subsidy and the impact it has on the OPEB Liability. 4. Perform requested additional calculations or analysis to reflect benefit plan and/or assumption alternatives if requested by the City. 5. Deliver software after sanitization of data and past valuations. Actuarial Services and Technology Software and Valuation Proposal Govi nvest Insighrs ro ynur Enancial furore Page 5 City of Palm Springs Added Value Govinvest Added Value G Orvest Traditional Actuaries Required GASB Reports Q Assumption Adjustments f N/A Liability + Cost Projections N/A .,...,__..............—.----- Presentation of Results WA Q Real-Time Interactive Info hliA Q Granular Benefits Adjustments N/A � Q Actuarial Data Visualization �/ N11 ---------------------- i De Transparency Revolutionizing Pension & OPEB i (310)371-730e i imfodkjovimvestcomnvest 1625 Or Amt E.d Suit 110,Tamro W905a}-, I Actuarial Services and Technology Software and valuation Proposal Govl nvest 6isghts to yo�rfinancial hwre Page 6 City of Palm Springs Terms Below are the proposed terms of this agreement, which GovInvest is prepared to deliver: Buyer: City of Palm Springs. Seller: GovInvest Inc. Services: Use of the Pension and OPEB Module of the Total Liability Calculator. Services Term: One-year contract($25,000 total;pilot pricing),with options to extend Fee* for Services: Actuarial service fees are due upon engagement. • Pension Module: ■ $3,500 onboarding fee. ■ $9,500 annual licensing fee. Pilot Pricing o 3-year option to extend at $]1,500 annual licensing fee(12%discount if contract prepaid) • OPEB Module: ■ $5,000 onboarding fee. ■ $7,000 annual licensing fee. Pilot Pricing o 3-year option to extend at $9,500 annual licensing fee(12%discount if contract prepaid) Discount Incentive: Pilot pricing honored if Licensing Agreement is executed by March 19, 2018. Delivery—OPEB Module: Up to 6 months after completion of data delivery. Delivery—Pension Module: Up to 8 weeks after completion of data delivery. --------------------------------------------------------------------------------------------------------------------- Consulting Fees:GovInvest charges at$300/hr for our FSA work and$150/hr for actuarial associate work. Consulting charges include: consulting with the agency on plan design or funding policies, review of pension/OPEB financial disclosures, in-person meetings,phone/web/in-person meetings on results,and/or guidance with liability management outside the scope of services of the software. Miscellaneous Fees: Reasonable travel expenses. Business license fees. Other fees to be negotiated on a case-by-case basis and agreed upon by Buyer and Seller. --------------------------------------------------------------------------------------------------------------------- Letter of Offer: If the foregoing is acceptable, please communicate the same and upon acceptance of the terms herein, and we will prepare a formal Agreement. Non-Binding: Nothing contained herein shall be considered binding on either party. Binding obligations shall arise from a fully executed Licensing Agreement between Buyer and Seller. Protection Against Inflation: Annual fee will increase by the greater of the US CPI or 3% each consecutive year. *The fee may be higher if: the plan, financial, or census information is not provided as requested, is untimely, is not complete, or is inaccurate when received by GovInvest;the agency changes its plan design or policy after work has begun. Actuarial Services and Technology �^ Software and Valuation Proposal � Govl nvest Inaigltts to yoin financial fitture Page 7 EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 12 Revised:1131/1 B 720599.1 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30)days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000)general aggregate; 2. Automobile liability insurance with limits of at least one million dollars (S1,000,000.00)per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 13 Revised:1/31/la 720599.1 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either(1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor's services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of'Palm Springs Contract Na._" or 'for any and all workperformed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self-' insurance the City may have..." ("as respects City of Palm Springs Contract No. it or "for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof; the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, `'endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 14 Revised:1/31/18 720599.1 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 15 Revised:1131118 720599.1 ®Allstate. rwR� 67or-7y CERTIFICATE OF INSURANCE Cl CW A02 10 11 This certificate is issued for informational purposes only. It certifies that the policies listed in this document have been issued to the Named Insured. It does not grant any rights to any party nor can it be used, in any way, to modify coverage provided by such policies. Alteration of this certificate does not change the terms, exclusions or conditions of such policies. Coverage is subject to the provisions of the policies, including any exclusions or conditions, regardless of the provisions of any other contract, such as between the certificate holder and the Named Insured. The limits shown below are the limits provided at the policy inception. Subsequent paid claims may reduce these limits. Certificate Holder. Named Insured: THE CITY OF PALM SPRINGS GOVINVEST INC. 3200 E TAHQUITZ CANYON WAY 8605 SANTA MONICA BLVD PALM SPRINGS, CA USA 922626959 PMB 52465 WEST HOLLYWOOD CA 90069-4109 Automobile Liability Insurer Name: Allstate Insurance Company Poll Number. 648847300 X 1 -- Any Auto 2 - Owned Autos Only 3 - Owned Pdv, Pass. Autos Only 4 -- Owned Autos Other Than Priv. Pass. Autos Only 5 - Owned Autos Subject to No Fault 6 - Owned Autos Subject to a Compulsory UM Law 7 -- Specifically Described Autos 8 - Hired Autos Only 9 - Nonowned Autos Only Policy Effective Date: 04-17-2023 Policy Expiration Date: 04-17-2024 Limits of $1, 000, 000 Combined Single Limit (each accident) Issuance' BI Per Person BI Per Accident PD Per Accident Description of 0 rations/Locations/Vehicles/Endorsements/S I Provisions Interested Party Type: Additional Insured - Lessor THIS CERTIFICATE DOES NOT GRANT ANY COVERAGE OR RIGHTS TO THE CERTIFICATE HOLDER. IF THIS CERTIFICATE INDICATES THAT THE CERTIFICATE HOLDER IS AN ADDITIONAL INSURED, THE POLICY(IES) MUST EITHER BE ENDORSED OR CONTAIN SPECIFIC LANGUAGE PROVIDING THE CERTIFICATE HOLDER WITH ADDITIONAL INSURED STATUS. THE CERTIFICATE HOLDER IS AN ADDITIONAL INSURED ONLY TO THE EXTENT INDICATED IN SUCH POLICY LANGUAGE OR ENDORSEMENT. Producer. ISU INSUR SERVICES Authorized Representative: Date: 02-01-23 RECEIVEDF Includes copyrighted material of Insurance Services Office, Inc., with its permission FEB 14 2023 City Hall Reception Desk H` "'i -' CI CW A02 10 11 Allstate Insurance Company lessor Copy Page 1 of 1 ®Allstate. POLICY NUMBER: 6488473 00 COMMERCIAL AUTO CA20011013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LESSOR - ADDITIONAL INSURED AND LOSS PAYEE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: GOVINVEST INC. Endorsement Effective Date: 04 -17 - 2 3 SCHEDULE Insurance Company: Allstate Insurance Company Policy Number: 6 4 8 B 4 7 3 0 0 Effective Date: 04 -17 - 2 0 2 3 Expiration Date: 0 4 -17 - 2 0 24 Named Insured: GOVINVEST INC. Address: 8605 SANTA MONICA BLVD WEST HOLLYWOOD CA 90069-4109 Additional Insured (Lessor): THE CITY OF PALM SPRINGS Address: 3200 E TAHQUITZ CANYON WAY PALM SPRINGS, CA USA 922626959 Designation Or Description 2009, NISSAN VERSA, 3N1CC11E29L463054 Of 'Leased Autos't -1' I CA 20 01 1013 © Insurance Services Office, Inc., 2011 Page 1 of 2 gee r copy Coverages Limit Of Insurance Covered Autos Liability $1, 000,000 Each "Accident" Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Comprehensive Deductible For Each Covered 'Leased Auto" Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Collision Deductible For Each Covered 'Leased Auto" Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Specified Causes Of Loss Deductible For Each Covered 'Leased Auto" Information required to complete this Schedule if not shown above will be shown in the Declarations. A. Coverage 1. Any "leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. 2. For a "leased auto" designated or described in the Schedule, the Who Is An Insured provision under Covered Autos Liability Coverage is changed to include as an "insured" the lessor named in the Schedule. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a. You; b. Any of your "employees" or agents; or c. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. 3. The coverages provided under this endorsement apply to any "leased auto" described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto", whichever occurs first. B. Loss Payable Clause 1. We will pay, as interest may appear, you and the lessor named in this endorsement for "loss" to a "leased auto". 2. The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor, we will obtain his or her rights against any other party. C. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. D. The lessor is not liable for payment of your premiums. E. Additional Definition As used in this endorsement: "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. Page 2 of 2 © Insurance Services Office, Inc., 2011 lessor Copy CA20011013 Allstate. Yafre in good hands. ALLSTATE INSURANCE COMPANY 2775 SANDERS ROAD BUILDING D2W NORTHBROOK IL 60062 NOTICE OF NONRENEWAL OF INSURANCE Named Insured & Mailing Address: Producer: C3609 GOVINVEST INC. 8605 SANTA MONICA BLVD PMB 52465 WEST HOLLYWOOD CA 90069-4109 PANORAMA INSURANCE ASSOCIATES INC 2270 DOUGLAS BLVD STE 212 ROSEVILLE CA 95661-4239 & jolt' Policy No.: 648847300 Type of Policy. AUTO LIABILITY AND PHYSICAL DAMAGE Date of Expiration: 04/17/2024; 12:01 A.M. Local Time at the mailing address of the Named Insured. We are nonrenewing this policy. Coverage will cease on the Expiration Date shown above. Our records indicate you are an "insured" or other party of interest under this policy. This is your notice that the named insured's coverage under this policy is being nonrenewed on the Expiration Date indicated in the above box. Mortgagee/Lienholder THE CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262-6959 FORM# CN9697CA51995 ODEN 3 02312a RECEIVED FEB 0 5 2024 City Hall Reception Desk Copy for Mortgagee/Lienholder Date Mailed: 6th day of February, 2024 AUTHORIZED REPRESENTATIVE CACN1 NONE APP 01292024MYNY Page 1 of 1