HomeMy WebLinkAboutActuarial Services Agreement with Clarity In Numbers, LLC Commission Memorandum
REPORT TO: Honorable Mayor and City Commission
FROM: Anna Rosenberry, Finance Director
Chris Kukulski, City Manager
SUBJECT: Authorize City Manager to Sign Actuarial Services Agreement with
Clarity In Numbers, LLC for preparation of the City’s FY09 Other Post Employment Benefits
calculations.
MEETING DATE: August 31, 2009
AGENDA ITEM TYPE: Consent
RECOMMENDATION: Authorize City Manager to sign the agreement.
BACKGROUND: The Governmental Accounting Standards Board (GASB) issued statement
No. 45, Accounting and Financial Reporting by Employers for Post Employment Benefits other
than Pensions. These include retiree healthcare coverage subsidies and prescription benefits.
Statement 45 was issued to provide more complete, reliable, and decision-useful financial
reporting regarding the costs that governments incur when they provide retiree benefits other
than pensions (OPEB) as part of their employee compensation.
The most common form of OPEB is retiree healthcare benefits. While the city does not directly
subsidize (in whole or in part) the healthcare premiums of our retirees, we do allow retirees and
their spouses and dependants to remain on our group insurance policies if they pay the full
premium. GASB defines this as an ‘implicit subsidy’ of retiree healthcare because retirees can
access the policy at our group rate. A professional actuary is required to calculate the value of
this ‘implied subsidy’ benefit.
The City of Bozeman is required to report and note the value of these benefits for our financial
statements for Fiscal Year 2009. Without this information, a clean audit opinion is in jeopardy.
FISCAL EFFECTS: This contract price is $5,900. The City Manager’s FY10 Budget
includes $10,000 for this contracted service, in the Accounting Department budget. While the
FY10 budget has not been adopted, we need to move forward with this contract to meet the
statutory deadlines for FY09 financial statements.
ALTERNATIVES: As suggested by the City Commission.
Attachments: Clarity in Numbers, LLC Service Agreement
Report compiled on: August 21, 2009
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Ms. Anna Rosenberry
City of Bozeman
P.O Box 1230
Bozeman, Montana
59771
June 10, 2009
RE: Actuarial Services for RE: Actuarial Services for RE: Actuarial Services for RE: Actuarial Services for CityCityCityCity of of of of BozemanBozemanBozemanBozeman
Dear Ms. Rosenberry:
Clarity in Numbers, LLC looks forward to partnering with City of Bozeman (“Client”) on this engagement
and would like to confirm our understanding of the work to be performed by Clarity in Numbers, LLC for
Client.
Scope and TimingScope and TimingScope and TimingScope and Timing
We understand the importance of this project and the need to deliver results of our analysis on a
timely basis. Completion of the project is highly dependent upon timely receipt of census and other
data from Client and/or their advisors based upon our agreed upon timeline, if applicable. If the scope
and timing is not to your satisfaction, please contact us immediately, so that we may adjust these
expectations to best meet your needs.
Table 1Table 1Table 1Table 1
ServicesServicesServicesServices FeesFeesFeesFees
Other Postretirement Benefits PlanOther Postretirement Benefits PlanOther Postretirement Benefits PlanOther Postretirement Benefits Plan
Basic Services for the 2009 fiscal year under GASB 45
• Balance sheet information: Actuarial Accrued Liability (AAL) and annual
Net OPEB Obligation (NOO)
• Income statement information: Annual OPEB Cost (AOC)
• Footnote disclosure information: provided in format required for audit
purposes
$ 5,900 1,2,3
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Ms. Anna Rosenberry
June 10, 2009
Page 2
Table 1Table 1Table 1Table 1 (continued)(continued)(continued)(continued)
Extended Services
Consulting or special projects which may require additional calculations, including
but not limited to:
• Funding strategy analysis (e.g. affects on AAL and AOC)
• Request for additional set of assumptions (“sensitivity-testing”)1
• Actual changes in plan design2
• Proposed changes in plan design (“what if” scenarios)
• Determination of implicit rate subsidy, if applicable
• AAL or AOC detail by subgroup, if requested
• Data gathering outside the scope
• Plan document drafting or review
• Audit requests
• AAL or AOC projections
• Board or other meetings/preparation for meetings
Time and charges
1 All calculations requested for the above services will be based upon assumptions chosen by you and approved by your
auditors. Our services include calculations performed based on one assumption set.
2 We understand the provisions of this plan as defined in the “Information Request” completed on June 10, 2009. If
demographics change significantly or the plan is amended additional time will be billed at time and charges.
3Our quote will need to be updated if you choose to fund the plan to incorporate the necessary disclosures under GASB 43.
FeesFeesFeesFees
We will bill you $5,900 at the inception of the project which is payable upon receipt. We will progress
bill you for the remainder of the services rendered through the billing date plus direct expenses and
final bill you upon completion of the project.
Payment is due on your receipt of our invoice.
Any necessary or requested changes in the scope of this project not included in this letter or a
separate arrangement letter may require additional fees. Estimates will be provided for significant
projects as appropriate and discussed with you prior to performing the work.
Our time and charges fees are based on the number of hours our team spends on specific tasks and
the corresponding individual hourly rates appropriate at the time that work is performed. Out-of-
pocket expenses (e.g., administrative, photocopying, computer) are charged at cost.
Fee updates will be sent for subsequent years with terms to be agreed by both parties in writing.
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Ms. Anna Rosenberry
June 10, 2009
Page 3
Transfer of Transfer of Transfer of Transfer of Confidential DataConfidential DataConfidential DataConfidential Data
If this engagement involves the transfer of confidential data, our policy requires password protection
of electronic transfers when data is transferred through the Internet. We can not be held liable for
the misuse from unauthorized users that still may gain access of your data. As such, please only
indicate below your signature of this document only if you are notnotnotnot authorizing us to transfer data via
the Internet. Otherwise, wewewewe will password protect documents with confidential informatiowill password protect documents with confidential informatiowill password protect documents with confidential informatiowill password protect documents with confidential information sent to n sent to n sent to n sent to
you with the password,you with the password,you with the password,you with the password, CITCITCITCITYYYY125125125125. . . . If you choose not to authorize such transfer, we request that such
data be provided in some other computer readable form.
General Business TermsGeneral Business TermsGeneral Business TermsGeneral Business Terms
Our General Business Terms for engagements of this type are attached hereto and are incorporated
into this engagement letter by reference (the “General Business Terms”).
This arrangement engagement letter, together with the General Business Terms, constitute the
entire agreement between Client and Clarity in Numbers, LLC with respect to the subject matter
hereof and supersede all other oral and written representations, understanding, or agreements
relating to the subject matter hereof.
Please indicate your agreement to this letter by signing the enclosed copy of this letter and returning
it to Clarity in Numbers, LLC by fax (888.884.7930), e-mail (info@clarity-llc.com) or mail (125 South
Wacker Drive, Suite 300; Chicago, IL 60606).
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Ms. Anna Rosenberry
June 10, 2009
Page 4
If you have any questions relating to this project, please do not hesitate to contact us at
312.893.5450.
Sincerely,
Clarity in Numbers, LLCClarity in Numbers, LLCClarity in Numbers, LLCClarity in Numbers, LLC
Stacey B. Levine, FSA, EA, MAAA
CEO and President
Agreed and Accepted on behalf of Client:Agreed and Accepted on behalf of Client:Agreed and Accepted on behalf of Client:Agreed and Accepted on behalf of Client:
By:__________________________________ Date:______________By:__________________________________ Date:______________By:__________________________________ Date:______________By:__________________________________ Date:______________
Electronic transfer of data ____ is notnotnotnot authorized (only initial here if appropriate).
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Ms. Anna Rosenberry
June 10, 2009
Page 5
GENERAL BUSINESS TERMSGENERAL BUSINESS TERMSGENERAL BUSINESS TERMSGENERAL BUSINESS TERMS
1. Oral AdviceOral AdviceOral AdviceOral Advice. Oral advice that is not confirmed by Clarity in Numbers, LLC in writing is merely a preliminary reaction and
not to be relied upon. Clarity in Numbers, LLC will confirm in writing all employee benefit plan advice upon which Client
may justifiably rely. Client should not proceed in reliance on advice until receiving such written confirmation.
2. Allocation of ResponsibilitiesAllocation of ResponsibilitiesAllocation of ResponsibilitiesAllocation of Responsibilities. Clarity in Numbers, LLC will not become either a Fiduciary or Plan Administrator of any
plan for which Clarity in Numbers, LLC provides services. Client agrees to retain responsibility for, and either perform,
or engage the necessary service providers to perform, responsibilities not included in this agreement. Guidance
provided as part of Clarity in Numbers, LLC’s services should be reviewed by legal counsel. Advice does not constitute
either legal advice or a legal opinion.
3. ServicesServicesServicesServices. It is understood and agreed that Clarity in Numbers, LLC’s services may include advice and
recommendations, but all decisions in connection with the implementation of such advice and recommendations shall
be the responsibility of, and made by, Client. In connection with its services hereunder, Clarity in Numbers, LLC shall
be entitled to rely on all decisions and approvals of Client.
4. Payment of InvoicesPayment of InvoicesPayment of InvoicesPayment of Invoices. Properly submitted invoices upon which payment is not received within thirty (30) days of the
invoice date shall accrue a late charge of the lesser of (i) 1½% per month or (ii) the highest rate allowable by law, in
each case compounded monthly to the extent allowable by law. Without limiting its rights or remedies, Clarity in
Numbers, LLC shall have the right to halt or terminate its services entirely if payment is not received within thirty (30)
days of the invoice date.
5. TermTermTermTerm. This engagement may be terminated by either party at any time by giving written notice to the other party not
less than thirty (30) days before the effective date of termination. If asked to provide any information to a new third
party provider, we will invoice you for such services on a time and charges basis and ask that a retainer approximating
90% of the estimated time to be spent, to be paid prior to processing this work. Final work products will not be
released until all outstanding invoices are paid.
6. OwnershipOwnershipOwnershipOwnership.
a) Clarity in Numbers, LLC Technology. Clarity in Numbers, LLC has created, acquired or otherwise has rights in, and
may, in connection with the performance of services hereunder, employ, provide, modify, create, acquire or otherwise
obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-how, and techniques
(including, without limitation, function, process, system and data models); templates; generalized features of the
structure, sequence and organization of software, user interfaces and screen designs; general purpose consulting and
software tools, utilities and routines; and logic, coherence and methods of operation of systems (collectively, the
“Clarity in Numbers, LLC Technology”).
b) Ownership of Deliverables. Except as provided below, upon full and final payment to Clarity in Numbers, LLC
hereunder, the tangible items specified as deliverables or work product in the engagement letter to which these terms
are attached (the “Deliverables”) shall become the property of Client. To the extent that any Clarity in Numbers, LLC
Technology is contained in any of the Deliverables, Clarity in Numbers, LLC hereby grants Client, upon full and final
payment to Clarity in Numbers, LLC hereunder, a royalty-free, fully paid-up, worldwide, non exclusive license to use
such Clarity in Numbers, LLC Technology in connection with the Deliverables.
c) Ownership of Clarity in Numbers, LLC Property. To the extent that Clarity in Numbers, LLC utilizes any of its property
(including, without limitation, the Clarity in Numbers, LLC Technology or any hardware or software of Clarity in
Numbers, LLC) in connection with the performance of services hereunder, such property shall remain the property of
Clarity in Numbers, LLC and, except for the license expressly granted in the preceding paragraph, Client shall acquire
no right or interest in such property. Notwithstanding anything herein to the contrary, the parties acknowledge and
agree that (a) Clarity in Numbers, LLC shall own all right, title, and interest, including, without limitation, all rights under
all copyright, patent and other intellectual property laws, in and to the Clarity in Numbers, LLC Technology and (b)
Clarity in Numbers, LLC may employ, modify, disclose, and otherwise exploit the Clarity in Numbers, LLC Technology
(including, without limitation, providing services or creating programming or materials for other clients). Clarity in
Numbers, LLC does not agree to any terms that may be construed as precluding or limiting in any way its right to (a)
provide consulting or other services of any kind or nature whatsoever to any person or entity as Clarity in Numbers, LLC
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Ms. Anna Rosenberry
June 10, 2009
Page 6
in its sole discretion deems appropriate or (b) develop for itself, or for others, materials that are competitive with those
produced as a result of the services provided hereunder, irrespective of their similarity to the Deliverables.
7. Limitation on Warranties. THIS IS A SERVICES ENGAGEMENT. CLARITY IN NUMBERLimitation on Warranties. THIS IS A SERVICES ENGAGEMENT. CLARITY IN NUMBERLimitation on Warranties. THIS IS A SERVICES ENGAGEMENT. CLARITY IN NUMBERLimitation on Warranties. THIS IS A SERVICES ENGAGEMENT. CLARITY IN NUMBERS, LLC WARRANTS THAT IT SHALL S, LLC WARRANTS THAT IT SHALL S, LLC WARRANTS THAT IT SHALL S, LLC WARRANTS THAT IT SHALL
PERFORM SERVICES HEREUNDER IN GOOD FAITH. CLARITY IN NUMBERS, LLC DISCLAIMS ALL OTHER WARRANTIES, PERFORM SERVICES HEREUNDER IN GOOD FAITH. CLARITY IN NUMBERS, LLC DISCLAIMS ALL OTHER WARRANTIES, PERFORM SERVICES HEREUNDER IN GOOD FAITH. CLARITY IN NUMBERS, LLC DISCLAIMS ALL OTHER WARRANTIES, PERFORM SERVICES HEREUNDER IN GOOD FAITH. CLARITY IN NUMBERS, LLC DISCLAIMS ALL OTHER WARRANTIES,
EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.FOR A PARTICULAR PURPOSE.FOR A PARTICULAR PURPOSE.FOR A PARTICULAR PURPOSE.
8. LiLiLiLimitation on Damages and Indemnification.mitation on Damages and Indemnification.mitation on Damages and Indemnification.mitation on Damages and Indemnification.
a) Client shall indemnify and hold harmless Clarity in Numbers, LLC and its personnel from all claims, liabilities, and
expenses relating to this engagement.
b) Client agrees that Clarity in Numbers, LLC and its personnel shall not be liable to Client for any claims, liabilities, or
expenses relating to this engagement for an aggregate amount in excess of the fees paid by Client to Clarity in
Numbers, LLC pursuant to this engagement. In no event shall Clarity in Numbers, LLC or its personnel be liable for
consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense relating to this
engagement.
c) The provisions of this Paragraph and Paragraph 11 shall apply to the fullest extent of the law, whether in contract,
statute, tort (such as negligence), or otherwise. In circumstances where all or any portion of the provisions of this
Paragraph are finally judicially determined to be unavailable, Clarity in Numbers, LLC’s aggregate liability for any
claims, liabilities, or expenses relating to this engagement shall not exceed an amount which is proportional to the
relative fault that Clarity in Numbers, LLC’s conduct bears to all other conduct giving rise to such claims, liabilities, or
expenses.
9. CooperationCooperationCooperationCooperation. Client shall cooperate with Clarity in Numbers, LLC in the performance by Clarity in Numbers, LLC of its
services hereunder, including, without limitation, providing Clarity in Numbers, LLC with reasonable facilities and timely
access to data, information and personnel of Client. Client shall be responsible for the performance of its personnel
and agents and for the accuracy and completeness of all data and information provided to Clarity in Numbers, LLC for
purposes of the performance by Clarity in Numbers, LLC of its services hereunder. We do not audit or otherwise verify
such information. Client also must maintain their own records and not expect us to retain copies of such records. If our
services require the use of assumptions, we will only use assumptions chosen by you and mutually agreed to by us.
You will need to confirm the assumptions based on your understanding of the demographics of the plan and the
corresponding plan provisions.
10. Force MajeureForce MajeureForce MajeureForce Majeure. Clarity in Numbers, LLC shall not be liable for any delays or non-performance resulting from
circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to
cooperate by Client (including, without limitation, entities or individuals under its control, or any of their respective
officers, directors, employees, other personnel and agents), acts or omissions or the failure to cooperate by any third
party, fire or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order or requirement
of any governmental agency or authority.
11. Participant ClaimsParticipant ClaimsParticipant ClaimsParticipant Claims. Client shall hold us harmless from all claims of participants that are the result of incorrect or
incomplete data received from us. It shall be Client’s responsibility to review all reports prepared by us and notify us of
any corrections within forty-five (45) days of your receipt of such reports.
12. Limitation on ActionsLimitation on ActionsLimitation on ActionsLimitation on Actions. No action, regardless of form, relating to this engagement, may be brought by either party more
than one year after the cause of action has accrued, except that an action for non-payment may be brought by a party
not later than one year following the date of the last payment due to such party hereunder.
13. Independent ContractorIndependent ContractorIndependent ContractorIndependent Contractor. It is understood and agreed that each of the parties hereto is an independent contractor and
that neither party is, nor shall be considered to be, an agent, distributor, partner, fiduciary or representative of the
other. Neither party shall act or represent itself, directly or by implication, in any such capacity in respect of the other
or in any manner assume or create any obligation on behalf of, or in the name of, the other.
14. Confidentiality and Internal Use.Confidentiality and Internal Use.Confidentiality and Internal Use.Confidentiality and Internal Use.
a) Client agrees that all services hereunder and Deliverables shall be solely for Client’s informational purposes and
internal use, and are not intended to be and should not be used by any person or entity other than Client. Client
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Ms. Anna Rosenberry
June 10, 2009
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further agrees that such services and Deliverables shall not be circulated, quoted, disclosed, or distributed to, nor
shall reference to such services or Deliverables be made to, any person or entity other than Client.
b) To the extent that, in connection with this engagement, Clarity in Numbers, LLC comes into possession of any
proprietary or confidential information of Client, Clarity in Numbers, LLC will not disclose such information to any third
party without Client’s consent, except (a) as may be required by law, regulation, judicial or administrative process, or in
accordance with applicable professional standards, or in connection with litigation pertaining hereto, or (b) to the
extent such information (i) shall have otherwise become publicly available (including, without limitation, any
information filed with any governmental agency and available to the public) other than as the result of a disclosure by
Clarity in Numbers, LLC in breach hereof, (ii) is disclosed by Client to a third party without substantially the same
restrictions as set forth herein, (iii) becomes available to Clarity in Numbers, LLC on a non-confidential basis from a
source other than Client which Clarity in Numbers, LLC believes is not prohibited from disclosing such information to
Clarity in Numbers, LLC by obligation to Client, (iv) is known by Clarity in Numbers, LLC prior to its receipt from Client
without any obligation of confidentiality with respect thereto, or (v) is developed by Clarity in Numbers, LLC
independently of any disclosures made by Client to Clarity in Numbers, LLC of such information.
15. Survival and ISurvival and ISurvival and ISurvival and Interpretationnterpretationnterpretationnterpretation. The agreements and undertakings of Client contained in the engagement letter to which
these terms are attached, together with the provisions of Paragraphs 1, 2, 3, 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16,
17, and 18 hereof, shall survive the expiration or termination of this engagement. For purposes of these terms, “Clarity
in Numbers, LLC” shall mean Clarity in Numbers, LLC LLP and its subsidiaries; all of their partners, principals,
members, owners, directors, staff and agents; and in all cases any successor or assignee.
16. AssignmentAssignmentAssignmentAssignment. Except as provided below, neither party may assign, transfer or delegate any of its rights or obligations
hereunder (including, without limitation, interests or claims relating to this engagement) without the prior written
consent of the other party. Clarity in Numbers, LLC may, without the consent of Client, assign or subcontract its rights
and obligations hereunder to (a) any affiliate or related entity or (b) any entity which acquires all or a substantial part of
the assets or business of Clarity in Numbers, LLC.
17. Waiver of Jury TrialWaiver of Jury TrialWaiver of Jury TrialWaiver of Jury Trial. CLARITY IN NUMBERS, LLC AND CLIENT HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER IN
CONTRACT, STATUTE, TORT (SUCH AS NEGLIGENCE), OR OTHERWISE) RELATING TO THIS ENGAGEMENT. In the event
we are requested or authorized by Client or are required by government regulation, subpoena, or other legal process to
produce our documents or our personnel as witnesses with respect to our engagements for Client and, so long as we
are not party to the proceeding in which the information is sought, Client will reimburse us for our professional time
and expenses, as well as the fees and expenses of our counsel, incurred in responding to such requests.
18. Entire Agreement, Amendment and NoticesEntire Agreement, Amendment and NoticesEntire Agreement, Amendment and NoticesEntire Agreement, Amendment and Notices. These terms, and the engagement letter to which these terms are
attached, including exhibits, constitute the entire agreement between Clarity in Numbers, LLC and Client with respect
to this engagement, supersede all other oral and written representations, understandings or agreements relating to
this engagement, and may not be amended except by written agreement signed by the parties. In the event of any
conflict, ambiguity, or inconsistency between these terms and the engagement letter to which these terms are
attached, these terms shall govern and control. All notices hereunder shall be (i) in writing, (ii) delivered to the
representatives of the parties at the addresses first set forth above, unless changed by either party by notice to the
other party, and (iii) effective upon receipt.
19. Governing Law and SeverabilityGoverning Law and SeverabilityGoverning Law and SeverabilityGoverning Law and Severability. These terms, the arrangement letter to which these terms are attached, including
exhibits, and all matters relating to this engagement (whether in contract, statute, tort (such as negligence), or
otherwise), shall be governed by, and construed in accordance with, the laws of the State of Illinois (without giving
effect to the choice of law principles thereof). If any provision of such terms or engagement letter is found by a court of
competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such
unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the
fullest extent permissible the intent of the parties set forth herein. Lawsuits brought by a party regarding this
agreement or the relationships of the parties must be brought in the state or federal courts with jurisdiction that are
located in Cook County, Illinois.
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