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R-1498 - 10/13/2015 - FINANCE - Resolutions RESOLUTION 2015-FIN-CNTRCT-ACT-R-1498 A RESOLUTION APPROVING AND AUTHORIZING THE AWARD OF A CONTRACT TO NYHART, INC. FOR ACTUARIAL SERVICES WHEREAS, the Village desires to retain a firm to provide the Village actuarial services ("Services'j; and WHEREAS, the Village issued a request for proposals to provide the Village with the Services ("RFP ); and WHEREAS, the Village received five proposals from firms desiring to provide the Village with the Services; and WHEREAS, after evaluating the proposals, the Village has determined that Nyhart, Inc. of Deerfield, Illinois ("Nyhart'l presented the best overall value to the Village based on factors including, without limitation, price, qualifications, and the understanding of the Village's needs; and WHEREAS, the Village desires to enter into an agreement with Nyhart to provide the Services, which agreement is attached to this Resolution as Exhibit A("Agreement's; and WHEREAS, the President and Board of Trustees have determined that it is in the best interests of the Village to enter into the Agreement with Nyhart; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of Agreement. The President and Board of Trustees hereby approve the Agreement with Nyhart in substantially the same form as attached as Exhibit A, and in a final form approved by the Village Attorney. Section 3: Authorization and Execution of Agreements. The Village Manager and Village Clerk shall be, and hereby are, authorized to execute the Agreement between the Village and Nyhart after receipt of the final Agreement fully executed by Nyhart. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2015-FIN-CNTRCT-ACT-R-1498 Authorizing Contract for Actuarial Services Page 2 of 3 s APPROVED THIS 13th day of October, 2015 Gopal G. Lalmalani Village President PASSED THIS 13th day of October, 2015 Ayes: Trustees Baar, Manzo, Moy, Tiesenga, Yusuf Nays: None Absent: Trustee Adler ATTEST: 1 Charlotte K. Pruss Village Clerk � Z��, Resolution 2015-FIN-CNTRCT-ACT-R-1498 Authorizing Contract for Actuarial Services Page 3 of 3 EXHIBIT A VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of the�tk, SECTION 2. TIME OF PERFORMANCE. The day of October, 2015 ("Agreement"), and is by and Consultant shall perform the Services as mutually agreed between the VILLAGE OF OAK BROOK, an Illinois upon by Village and Consultant, but in no event shall the municipal corporation ("Village"), and THE NYHART Consultant provide the Village the completed annual COMPANY, INC., 707 Lake Cook Road, Suite 250, valuation reports later than March 15`t' of each year during Deerfield,Illinois 60015("Consultant"). the term of this Agreement("Time of Performance'. IN CONSIDERATION OF the recitals and the SECTION 3. COMPENSATION. mutual covenants and agreements set forth in the Agreement, and pursuant to the Village's statutory powers, the parties A. Agreement Amount. The total amount billed agree as follows: by the Consultant for the Services under this Agreement shall be as follows: SECTION 1. SCOPE OF SERVICES. The Village retains the Consultant to perform, and the Consultant agrees Year FD PD OPEB Attend to perform, all necessary services to perform the work in Pension Pension Valuation Additional connection with the project identified below ("Services"), Valuation Valuation Board of which Services the Consultant shall provide pursuant to the Trustees terms and conditions of this Agreement: Meetings A. Services. 2016 $7,500 $7,500 $2,500 $300/hr A_l. Pension actuarial services for the Village 2017 $7,750 $7,750 $2,500 $310/hr of Oak Brook Fire Pension Fund, Police Pension Fund, and Other Post-Employment 2018 $8,000 $8,000 $6,000 $320/hr Benefits ("OPEB") Plan for the Village's 2016,2017,2018,2019,and 2020 fiscal years, 2019 $8,250 $8,250 $3,000 $330/hr which Services are more fully described in the Consultant's Response to the Village's Request 2020 $8,500 $8,500 $6,500 $340/hr for Proposal, dated August 2015, which is attached hereto as Exhibit A. A_2. Starting with the January 2016 FD The Consultant shall not bill, and the Village shall not be Pension valuation, PD Pension valuation, and liable for, any additional fees or charges without the prior the OPEB valuation, Consultant agrees to provide the Village with a 35 year projection express written authorization of the Village Manager. modeler(out to year 2050)in an Excel format, B. Taxes, Benefits, and Royalties. Each for each plan,that allows the Village to see the estimated financial results based on various payment by the Village to the Consultant includes all assumptions, asset returns, amortization applicable federal, state,and Village taxes of every kind and methods, and cost methods to allow the nature applicable to the Services as well as all taxes, Village's Finance Department to perform contributions, and premiums for unemployment insurance, different scenario's allowing the user m old age or retirement benefits,pensions, annuities,or similar change the input information. There is no benefits and all costs,royalties,and fees arising from the use additional cost for the modeler. of, or the incorporation into, the Services, of patented or copyrighted equipment, materials, supplies, tools, B. Term of Agreement. The term of this appliances, devices, processes, or inventions. All claim or Agreement shall begin on the Effective date and right to claim additional compensation by reason of the end after the completion and delivery to the payment of any such tax, contribution, premium, costs, Village of the Oak Brook Fire Pension Fund, royalties, or fees is hereby waived and released by Police Pension Fund, and Other Post- Consultant. Employment Benefits ("OPEB") Plan for the Village's 2016 fiscal year. The Village, at its SECTION 4. REPRESENTATIONS OF sole discretion, may extend the Term of this CONSULTANT. The Consultant represents and certifies Agreement for four one-year periods by that the Services shall be performed in accordance with the providing the Consultant written notice. standards of professional practice, care, and diligence practiced by recognized consultants in performing services Approved gs to Fam : r a Oil 'L of a similar nature in existence at the Time of Performance. the Consultant or this Agreement; (2) as of the date of this The representations and certifications expressed shall be in Agreement, neither the Consultant nor any person employed addition to any other representations and certifications or associated with the Consultant has any interest that would expressed in this Agreement,or expressed or implied by law, conflict in any manner or degree with the performance of the which are hereby reserved unto the Village. obligations under this Agreement; and (3) neither the Consultant nor any person employed by or associated with The Consultant further represents that it is financially the Consultant shall at any time during the term of this solvent, has the necessary financial resources, and is Agreement obtain or acquire any interest that would conflict sufficiently experienced and competent to perform and in any manner or degree with the performance of the complete the Services in a manner consistent with the obligations under this Agreement. standards of professional practice by recognized consultants providing services of a similar nature. Mike Zurek, FCA, C. No Collusion. The Consultant represents EA, MAAA, shall be primarily responsible for carrying out and certifies that the Consultant is not barred from the Services on behalf of the Consultant ("Key Project contracting with a unit of state or local government as a Personnel'. The Key Project Personnel shall not be result of (1) a delinquency in the payment of any tax changed without the Village's prior written approval. The administered by the Illinois Department of Revenue unless Consultant shall provide all personnel necessary to complete the Consultant is contesting, in accordance with the the Services. procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in SECTION 5. INDEMNIFICATION; INSURANCE; Section 11-42.1-1 et seq. of the Illinois Municipal Code, 65 LIABILITY. ILCS 5/11-42.1-1 et seq.; or(2) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Criminal Code A. Indemnification. The Consultant of 1961,720 ILCS 5/33E-1 et seq. If at any time it shall be proposes and agrees that the Consultant shall indemnify and found that the Consultant has, in procuring this Agreement, save harmless the Village against all damages, liability, colluded with any other person,firm,or corporation,then the claims, losses, and expenses (including attorneys' fee) that Consultant shall be liable to the Village for all loss or may arise, or be alleged to have arisen, out of or in damage that the Village may suffer, and this Agreement connection with the Consultant's performance of, or failure shall,at the Village's option,be null and void. to perform, the Services or any part thereof,or any failure to meet the representations and certifications set forth in D. Termination. Notwithstanding any other Section 4 of this Agreement. provision hereof, the Village may terminate this Agreement at any time upon 15 days prior written notice to the B. Insurance. The Consultant acknowledges Consultant. In the event that this Agreement is so and agrees that the Consultant shall, and has a duty to terminated,the Consultant shall be paid for Services actually maintain adequate insurance, in an amount, in a form, from performed and reimbursable expenses actually incurred, if companies,and pursuant to the terms,as set forth in Exhibit any, prior to termination, not exceeding the value of the B.The Consultant's maintenance of adequate insurance shall Services completed. not be construed in any way as a limitation on the Consultant's liability for losses or damages under this E. Compliance with Laws and Grants. Agreement. Consultant shall give all notices, pay all fees, and take all other action that may be necessary to ensure that the C. No Personal Liability. No elected or Services are provided, performed, and completed in appointed official or employee of the Village shall be accordance with all required governmental permits,licenses, personally liable, in law or in contract, to the Consultant as or other approvals and authorizations that may be required in the result of the execution of this Agreement. connection with providing, performing, and completing the Services, and with all applicable statutes, ordinances, rules, SECTION 6. GENERAL PROVISIONS. and regulations, including without limitation the Fair Labor Standards Act; any statutes regarding qualification to do A. Relationship of the Parties. The business; any statutes prohibiting discrimination because of, Consultant shall act as an independent contractor in or requiring affirmative action based on, race, creed, color, providing and performing the Services. Nothing in or done national origin, age, sex, or other prohibited classification, pursuant to this Agreement shall be construed to: (1) create including, without limitation, the Americans with the relationship of principal and agent, employer and Disabilities Act of 1990,42 U.S.C. §§ 12101 et seq.,and the employee, partners, or joint venturers between the Village Illinois Human Rights Act, 775 ILCS 511-101 et seq. and Consultant; or(2) to create any relationship between the Consultant shall also comply with all conditions of any Village and any subcontractor of the Consultant. federal, state, or local grant received by the Village or Consultant with respect to this Agreement or the Services. B. Conflicts of Interest. The Consultant Consultant shall be solely liable for any fines or civil represents and certifies that,to the best of its knowledge: (1) penalties that are imposed by any governmental or quasi- no Village employee or agent is interested in the business of governmental agency or body that may arise,or be alleged to 2 have arisen, out of or in connection with Consultant's, or its subcontractors, performance of, or failure to perform, the Services or any part thereof. Every provision of law required by law to be inserted into this Agreement shall be Village of Oak Brook deemed to be inserted herein. 1200 Oak Brook Road Oak Brook,Illinois 60523 F. Default. If it should appear at any time Attention: Sharon Dangles, that the Consultant has failed or refused to prosecute, or has AVM/Finance Director delayed in the prosecution of, the Services with diligence at a rate that assures completion of the Services in full Notices and communications to the Consultant shall be compliance with the requirements of this Agreement, or has addressed to,and delivered at,the following address: otherwise failed,refused,or delayed to perform or satisfy the Services or any other requirement of this Agreement("Event The Nyhart Company,Inc. of Default"), and fails to cure any such Event of Default 707 Lake Cook Road,Suite 250 within ten business days after the Consultant's receipt of Deerfield,Illinois 60115 written notice of such Event of Default from the Village, Attention: Mike Zurek,FCA,EA,MAAA then the Village shall have the right,without prejudice to any other remedies provided by law or equity, to (1) terminate I. Waiver. Neither the Village nor the this Agreement without liability for further payment; or (2) Consultant shall be under any obligation to exercise any of withhold from any payment or recover from the Consultant, the rights granted to them in this Agreement except as it any and all costs, including attorneys' fees and shall determine to be in its best interest from time to time. administrative expenses,incurred by the Village as the result The failure of the Village or the Consultant to exercise at any of any Event of Default by the Consultant or as a result of time any such rights shall not be deemed or construed as a actions taken by the Village in response to any Event of waiver of that right, nor shall the failure void or affect the Default by the Consultant. Village's or the Consultant's right to enforce such rights or any other rights. G. Assignment. This Agreement may not be assigned by the Village or by the Consultant without the J. Third Party Beneficiary. No claim as a prior written consent of the other party. third party beneficiary under this Agreement by any person, firm, or corporation shall be made or be valid against the H. Notice. All notices required or permitted Village. to be given under this Agreement shall be in writing and shall be delivered: (1) personally; (2) by a reputable K. Governing Law;Venue. This Agreement overnight courier; or by (3) by certified mail, return receipt shall be governed by, construed and enforced in accordance requested, and deposited in the U.S. Mail, postage prepaid. with the internal laws,but not the conflicts of laws rules, of Unless otherwise expressly provided in this Agreement, the State of Illinois. Venue for any action arising out of this notices shall be deemed received upon the earlier of: (a) Agreement shall be in the Circuit Court for DuPage County, actual receipt; (b) one business day after deposit with an Illinois. overnight courier as evidenced by a receipt of deposit;or(c) three business days following deposit in the U.S. mail, as J. Exhibits. If any conflict exists between this evidenced by a return receipt. Notices and communications Agreement and any exhibit attached hereto,the terms of this to the Village shall be addressed to, and delivered at, the Agreement shall prevail. following address: ATTEST: VIL GE F OAK BRO By; By: Charlotte Pruss,Village Clerk Riccardo F.Ginex,Village Manage ATTEST: THE NYHART COMPANY,INC. Title: et C Its: ( y 1 h C,&Ig y 3