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HomeMy WebLinkAbout25-1224 OPEB Lauterbach and AmenAGREEMENT. 4� THIS AGREEMENT is made and entered into as of the, �-L� ,day of December, 2025,_:by and between the CITY OF ELGIN, an. Illinois. municipal corporation (hereinafter referred to as "CITY"), and Lauterbach & Amen, LLP, an Illinois limited liability partnership (hereinafter referred to as "CONSULTANT"'). WHEREAS; the CITY desires.:to engage CONSULTANT to furnish'certain professional services in connection with annual actuarial services to be provided to the CITY as further et forth herein (hereinafter referred to as:the "PROJECT"); and WHEREAS, CONSULTANT represents that it is. in ,:compliance with .Illinois 'Statutes relating to professional registration of individuals and has the necessary expertise and experience to furnish such services upon the terms, and conditions set forth herein below. NOW, THEREFORE, it . is hereby agreed by and between the CITY and the CONSULTANT that the CITY does hereby retain the CONSULTANT for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby acknowledged, to perform the services relating to the PROJECT as described he subject to the following terms and conditions and stipulations, to -wit: 1. SCOPE OF SERVICES. A. All work'hereunder shall be performed under the direction of the CITY'S Chief Financial Officer, Debra Nawrocki, herein after referred to as the "DIRECTOR." B. CONSULTANT shall 'provide the actual services to the CITY as outlined in. Attachment A, being a letter from CONSULTANT to;the CITY dated November 24, 2025; consisting of two (2) pages, a copy of which is attached hereto and made a part hereof by this reference.. C. The CONSULTANT shall insure the services performed under this Agreement are performed with due diligence, in a competent professional manner, and in accordance with the standard procedures and practices generally accepted with respect to such professional actuarial services. 2. SCHEDULEr A. CONSULTANT shallprovide the services tolhe CITY pursuant to this Agreement as requested by the CITY and in accordance with a schedule as from time -to -time directed by the CITY, in its sole discretion, and in accordance with all applicable legal requirements for completion of the PROJECT. CONSULTANT shall submit to the DIRECTOR a monthly status report keyed to the project schedule. A brief narrative will be provided identifying. progress, findings, and outstanding issues. 3. WORK PRODUCT All work product prepared by the CONSULTANT pursuant hereto including; ;but not= limited to, reports,. plans, designs, calculations, estimates, work drawings, studies, photographs, models and recommendations shall be the property of the CITY and shall be delivered to the CITY uponrequest:of the .DIRECTOR; provided, however, that the CONSULTANT may retain copies of such - work product for its records. CONSULTANT'S execution of this Agreement shall constitute CONSULTANT'S: conveyance and assignment of all right, title and interest, including but not limited to any copyright interest, by the CONSULTANT to the CITY of all such work product prepared by the CONSULTANT pursuant to this Agreement. The CITY shall have the right either on its own or through such other consultants as determined by the CITY to utilize and/or amend such work product. Any such amendment to such work product shall be at the sole risk of the CITY.. Such work product is not intended or represented to be suitable for reuse by the CITY on any extension to. the PROJECT or on any other project, and such reuse: shall be at; the sole risk. of. the CITY without liability or legal exposure to the CONSULTANT. 4. PA luNTs'[ LONSULTAM A., The CITY shall reimburse the CONSULTANT for services under this Agreement: a lump sum based on the below.payment schedule set forth in Paragraph 4.0 per year regardless of actual costs incurred by the CONSULTANT unless substantial: modifications to the PROJECT are authorized by the CITY and approved by way' of written amendment to this Agreement.' B.. The CITY shall pay to the CONSULTANTsuch annual fee per the payment schedule for each year this Agreement is in effect within thirty (30) days' after receipt and approval of an invoice upon' completion of such work. C. The City shall pay to the CONSULTANT such a fee as agreed and understood for each of the time periods: During the first year of the term of this Agreement, for services relating to the Fiscal Year ending.December 31, 2025, CONSULTANT shall receive a total fixed fee of Five Thousand Nine, Hundred Fifty Dollars ($5,950.00). �► During the second' year of the term of this Agreement, for services relating to the Fiscal Year ending December 31, 2026, CONSULTANT shall receive a total 'fixed fee of Nine Thousand,, -Three Hundred Seventy Dollars ($9.370.00). During the third year of the term of this Agreement, for services relating to the Fiscal: Year ending December 31, 2027, CONSULTANT shall receive a total fixed fee of Four Thousand Nine Hundred Fifty Dollars ($4,950.00). -2- 5. INVOICES: A. CONSULTANT shall submit invoices in a format approved by the CITY. B. CONSULTANT shall maintain records showing actual time devoted and cost incurred. CONSULTANT shall permit the authorized representative of the CITY to inspect and -audit all data and records of CONSULTANT for work done under this Agreement. CONSULTANT shall make these records available at reasonable times during the Agreement period and for one (1) year after termination of this Agreement. & TERMINATION OF AGREEI4IEN' ' Notwithstanding .any other provision hereof, the CITY may terminate this. Agreement at any time: upon thirty (30) days prior written notice to the CONSULTANT. In the event that this Agreement is so terminated, the CONSULTANT shall be paid for services actually performed and reimbursable expenses actually incurred prior to termination, except that reimbursement shall not exceed the amounts set forth under Paragraph 4 above. 7, TERM The term of this Agreement shall commence on January. 1, 2025, and, unless 'terminated prior thereto as provided in this Agreement, shall be deemed concluded on the date that the City determines that all of the CONSULTANT' work under the Agreement is completed, or December 31, 2028, whichever is earlier (the "Initial Term"). A determination of. completion shall not constitute a waiver of any rights or claims that the CITY may have or thereafter acquire with resect to any term or .provision of this Agreement. At the end of the Initial Term, this Agreement may be renewed for up to five (5) one-year renewal terms under the same terms and conditions as: the 'Initial Term upon further written. agreement between the parties. S: NOTICE OF CLAIM If the CONSULTANT wishes to make a claim for additional compensation as a result of action taken by the CITY, the CONSULTANT shall give written notice of his claim within fifteen. (15) days after the occurrence of such action. No claim for additionalcompensation shall be valid unless so made. Any changes in the CONSULTANT'S fee shall be valid only to the extent that such changes are included in writing signed by the CITY and .the. CONSULTANT. Regardless of the decision of the DIRECTOR relative to a claim submitted by the CONSULTANT, all work required under this. Agreement as determined by the DIRECTOR shall proceed without interruption. 3 9. BREACH OF CONTRACT If either party violates or breaches any term of this Agreement; such violation or breach.. shall be deemed to constitute a default, and the other parry has the right to seek such administrative, contractual or legal remedies as may be suitable to. the violation or breach; and; in addition,if either party, by reason of any default, fails within fifteen (15) days after notice thereof by the other party to comply with the conditions of the Agreement, the other party may terminate this Agreement. Notwithstanding the foregoing, or anything else to the contrary. in this Agreement, with the sole exception :of an action to recover the monies the CITY has agreed to pay to the CONSULTANT, pursuant to Paragraph 4 hereof, no. action shall be commenced by the CONSULTANT against the CITY for monetary' damages. CONSULTANT hereby further waives any and all claims to interest on money claimed to be due pursuant to this Agreement, and waives any and all such rights to interest which it claims it may otherwise be entitled pursuant to law, including, but not limited to, the local Government Prompt Payment Act, as amended, .(50 ILCS 50111, et seq.) or the Illinois Interest Act, as amended (8151LCS 205/1 et seq.). Additionally, CONSULTANT shall not be entitled to, and hereby waives, any and all rights that it may have to file suit or bring any cause of action or claim for damages against the City of Elgin and/or its officials, officers, employees, agents, attorneys, boards and commissions, and other affiliated entities or persons of any nature whatsoever in whatever form after two (2) years from the termination or expiration of this Agreement. 10. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT agrees to and shall indemnify; defend and hold harmless the CITY, its officers, employees, agents, boards and commissions from and against any and all claims, suits, judgments, costs, attorney's fees, damages or other relief, including, but not limited to, workers' compensation claims relating to CONSULTANT's employees, in any way resulting from or arising out of negligent actions or omissions of the CONSULTANT in connection herewith, including negligence or omissions of employees or agents of the CONSULTANT arising out of the performance of this Agreement. In the event of any action against the CITY, its officers, employees, agents, boards or commissions, covered' by the foregoing duty to indemnify, defend and hold harmless such action shall be defended by legal counsel of the CITY'S choosing. The provisions of this paragraph shall survive any expiration,: completion and/or termination of this Agreement. 11. NO PERSONAL LIABILITY No official, officer, employee, attorney or agent of the, CITY shall be charged personally or held :contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 4- 12. INSURANCE A. Commercial General Liability. The CONSULTANT shall provide, pay for and maintain in effect, during the term of this Agreement, a policy of commercial general -liability insurance with limits of at least $1 000,000 aggregate for bodily injury and $1,000,000 aggregate for property damage. The CONSULTANT shall deliver to the DIRECTOR a Certificate of Insurance naming the CITY as additional insured. The CONSULTANT shall endeavor :to: notify the DIRECTOR with thirty (30) days' written notice of any modification or termination of the insurance policy. CONSULTANT's commercial general liability insurance shall cover the contractual obligations assumed by CONSULTANT under Paragraph 10 entitled "Indemnification," subject to standard policy conditions;, exclusions and limitations. There shall be no endorsement or modification of this. insurance to make it excess over other available insurance. B. Commercial Automobile Liability. Commercial Automobile Liability Insurance covering all owned, non -owned and hired motor vehicles with .limits of not less than $500,000 per occurrence for bodily injury and/or property.damage. C. Combined Single Limit Policy. The requirements for insurance coveragefor the general liability and auto exposures may be met with a combined single limit of $1,000,000 per occurrence subject to a $1,000,000 aggregate. D. Professional Liability. The CONSULTANT shall carry CONSULTANT's Professional Liability Insurance covering claims resulting from error, omissions or negligent acts with a. combined single limit of not less than $1,000,000 per claim. A Certificate of Insurance shall be submitted' to the DIRECTOR as evidence of insurance protection. The CONSULTANT shall endeavor to notify the DIRECTOR with thirty (30) days' written notice of any modification or termination of the insurance policy. 13. RECC}RDS AND INFORMATION The CONSULTANT understands the confidentiality of the information it receives and acknowledges that such information will be used only for the purpose ofineeting objectives of this Agreement. Further, any output from this Agreement is to be kept confidential and: is for the sole use of the CITY. Such information and/or output shall not be revealed to other parties without.the written permission of the. CITY. All records received by;the CONSULTANT from the CITY shall remain the sole property of the CITY and all such records, or exact copies thereof, shall be turned over intact to the CITY, within thirty (30) days of request. 5.» The CONSULTANT will make reasonable efforts to retain files and records for at least five years after expiration of this Agreement. 'CONSULTANT shall endeavor to provide the CITY with ninety (90) days' advance notice of any file destruction. CONSULTANT' shall retain files longer as directed by CITY. Confidentiality -Confidential information shall include without limitation: A. All information that concerns the business affairs of the CITY, including, without limitation, financial information, and all other' data, records,: and proprietary information involving the CITY'S business operations, including their residents and suppliers; B. Any information developed or created by the CONSULTANT in connection with the services being rendered under this Agreement by the CONSULTANT including but not limited to. design, reports; estimates and. concepts;.and C, Any other information reasonably identified by the CITY as confidential; provided, however, that confidential .information. shall not include the. following: (i) Information. known by, or generally available to the public at large through no breach by CONSULTANT of this confidentiality agreement; (ii) Any information given to the CONSULTANT by a third -party without continuing restrictions on its use; (iii) Information disclosed by CONSULTANT with CITY' S written. approval; and (iv) Information required to be disclosed, :by law. 14. N0NDISCRIMINATI0N/AFI+1 ATw-E ACTLt N The CONSULTANT will not discriminate against . any employee or applicant for employment because of race, color, religion, sex, national origin, age, ancestry, order of protection status, familial status, marital status, physical or mental disability, military status, sexual orientation, or unfavorable discharge from military service which would not interfere with the efficient performance of the job in question. CONSULTANT shall take affirmative action to comply with the provisions of ElginMunicipal Code Section 5.02.040 and will require any. subcontractor to submit to the City a written commitment to comply with those. provisions. CONSULTANT shall distribute copies of this commitment to all persons who participate in recruitment, screening, referral and selection of job applicants and prospective subcontractors. CONSULTANT: agrees that the provisions of Section 5.02.040 of the Elgin Municipal Code, as amended, are hereby incorporated by reference, as if set out verbatim. -6 No person shall be denied or subjected to discrimination in receipt of the benefit of any services.or activities made possible by or resulting from. this Agreement on the grounds of race, color, religion, sex, national origin, age, ancestry, order of protection status, familial status, marital status, physical or mental disability, military status, sexual orientation, or unfavorable discharge from military service. Any violation of this paragraph shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, of the Agreement by the CITY. 15. ASSIGGNIt19NT AND SUCCESSORS This Agreement and each and every portion thereof shall be binding upon the successors and the assigns of the parties hereto; provided, however, that no assignment' shall. be made without the prior.written approval of the CITY, and the CITY may refuse to approve any such proposed assignment in its sole and exclusive discretion.. 16. DEL E��GAT'IQ AND SICOIINTRACTORS Any assignment; delegation or subcontracting shall be subject to all the terms, conditions and other provisions of this .Agreement and the, CONSULTANT shall remain liable to the CITY with respect to each and every item, condition and other provision hereof to the same extent that the CONSULTANT would have been obligated if it had done the. work itself and no assignment, delegation.or subcontract' had been made. Anyproposed assignment, delegation, or subcontractor shall require the CITY'S advanced written approval and the CITY may refuse to approve any such proposed assignment delegation or subcontracting in its sole and exclusive discretion. 17. N0 CO:1pARTNERSRIP OR.AGENCY This Agreement shall not be construed so as to create a partnership; joint. venture, employment or other agency relationship between. the parties hereto. The parties intend and, agree that the CONSULTANT shall act as. an independent contractor. 18. SEVERABILITY The parties intend and agree that; if any paragraph, sub -paragraph, phrase, clause or other provision of this Agreement, or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this Agreement shall remain. in: full force and effect. 19. HEADINGS The headings of the several paragraphs of this Agreement are inserted only as a matter of convenience and for reference and in no way are they intended to define, limit or describe the scope of intent of any provision of this Agreement, nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. -7- 20. MODM CATION OR This Agreement and its attachments constitute the entire. Agreement of the parties on the subject matter hereof and may not be changed, modified, discharged or extended except by written amendment duly executed by the parties. Each ;party lagrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof; or change order as herein provided. 21. APPLICABLE LAW This Agreement shall be deemed to have been made in and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County,'Illinois. . 22. NEWS RELEASES The CONSULTANT may not, issue any news releases without prior approval from the DIRECTOR, nor will the CONSULTANT make public proposals developed under this Agreement without prior written approval from the DIRECTOR prior to said documentation becoming matters of public record. 23. COOPERATION WITH :OTHER CONSULTANTS The CONSULTANT shall cooperate,.with any other consultants in the CI.TY'S employ or any work associated with the PROJECT. 24. INTERFERENCE WITH PUBLIC CQNTRAC The CONSULTANT certifies. hereby that it is not barred from bidding on this contract as a result of a violation of 720 ILCS 5/33E et seq. or any similar state or federal statute regarding bid rigging. 25. SEXUAL HARASSMENT As a condition of this contract, the CONSULTANT. shall have written sexualharassment policies that include, at a minimum; the foIlowing.infortriation: A. the illegality of sexual harassment; B. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; D. the vendor's internal complaint process including penalties; -8- E. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human RightsCommission; F. directions on how to contact the department and commission; G: protection against retaliation as provided by Section 6401 of he Human. Rights Act. A copy of the policies shall be provided by CONSULTANT to the Department of Human Rights upon request (775 ILCS 5/2-105). 26. MM9TANCE ABUSE PRO!ORAi . As a condition of this agreement, CONSULTANT shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Works Project Act at 820 ILCS 265/1 et seq. A copy of such policy shall be provided to the CITY'S DIRECTOR prior to the entry into and execution of this agreement. 27. WRITTEN COMMUMCATIQ NS All recommendations and other communications by the CONSULTANT to the DIRECTOR and to other participants which may, affect cost or time of completion shall be made or confirmed' in writing. The DIRECTOR may also require that other recommendations and communications by the CONSULTANT be made or confirmed in writing. 28. NON , TICES. All notices, reports and documents required under this. Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid; addressed as follows: A. As to the CITY: Debra Nawrocki Chief Financial Officer City of Elgin 150 Dexter Court Elgin, Illinois 60120-555.5 B. As to the CONSULTANT: Lauterbach & Amen, LLP 668 N. River Road Naperville, IL 60563 29. COMPLIANCE WITH LAWS' Notwithstanding any other provision of this AGREEMENT, it is expressly agreed and understood that in connection with the performance of this AGREEMENT that :the CONSULTANT shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without, limiting the foregoing, CONSULTANT hereby certifies, represents and warrants to the CITY that all CONSULTANT's employees and/or agents who will be providing products and/or services with respect to this AGREEMENT shall be legal residents of the United: States. CONSULTANT shall also at its expense secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this AGREEMENT. The CITY shall have the right to audit any records: in. the possession or control of the CONSULTANT to determine CONSULTANT'S compliance with the provisions of this paragraph. In the event the CITY proceeds with such an audit the CONSULTANT shall make available to the CITY the CONSULTANT's relevant records at no cost to the CITY. CONSULTANT shall pay any and all costs associated with any such audit. 30. LIMITATION OF ACTIONS. The Parties hereto agree that any action by CONSULTANT arising out of this Agreement must be filed. within one, year of the date that the alleged cause of action arose or the same will be time -barred. 31. INTEREST. Seller hereby waives any and all claims or rights to .interest on money claimed to be due pursuant to this Agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 50511, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, .et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 32. C4UNTERPARTS. AND E,? ECUT ON This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. This Agreement may executed electronically, and any signed copy of this Agreement transmitted by facsimile machine, email, or other electronic means shall be treated in all manners and respects as an original document. The signature of any party on a copy of this :Agreement transmitted by facsimile machine, email, or other electronic means shall be considered for these purposes an original signature and shall have the same legal effect as an original signature. SIGNATURE PAGE FOLLOWS -10- IN WITNESS WHEREOF, the parties hereto have entered into and executed this agreement effective as of the date and year first written above. CITY OF E By: 'chard G. Kozal, City Manager Attest: City Clerk LAUTERBACH & AMEN A S Its:. PGrt fA Leo DVM81==tUaatecbach & Amen -Ad mill Services Aw.&" Attachment A. - lauterbacliarnen.corn November 24, 2025 Members of the Board of Trustees City of Elgin 150 Dexter Court Elgin, Illinois 60120 We are pleased to confirm our acceptance and understandingof the services we will provide for the.City of Elgin for the fiscal years ending December 31, 2025 through December 31, 2027. It is our understanding that Lauterbach & Amen, LLP will prepare the GASB 74/75 Actuarial Valuation and OPEB Funding Report for the City. You agree to assume all management responsibilities for the actuarial services we provide; you will oversee the services by designating an individual, preferably from senior management, with suitable skill, knowledge, or experience; you will evaluate the adequacy and results of. the services and will accept responsibility for them. Lauterbach & Amen, LLP does not assume any management responsibilities for the City. These services cannot be relied upon to detect errors;, irregularities, or illegal, acts. that may exist. However; we will inform you of any.such matters that may come to our attention. Costs for our services are as follows: Annual Actuarial Reports Preparation of GASB 74/75 Actuarial Valuation* • Preparation of OPEB Funding Report. • Preparation of Audit Friendly. Exhibits Total Annual Actuarial Reports Fiscal Year Fiscal Year Fiscal Year Ended Ended Ended 12/31/12025 12/31/2026 12/31 /2027 $3,050 $6,350 . $1,800 $2,900 $3,020 $3,150 Included Included Included. $5,950 $9,370, $4,950. *All GASB 74/75 reporting will follow a biennial reporting cycle and for all fiscal year ends where a full - valuation is not required, we will. prepare financial statement entries based on a limited actuarial report. The limited actuarial report will not require updating of participant or medical information but will be run at the most recently available discount rate required by the GASB 74/75 standards. If, for any reason, the City or auditors require. a full -valuation vs. the limited actuarial report, updating of all participant and medical information will be required and the fee for a full valuation will be charged. City of Elgin November 24, 2025 Pagel of 2 Out of Scope Services: Out .of scope services will be billed on a time and charges basis. The hourly. rate for out of scope services is $275'per hour. We will provide an estimate of costs for any out of scope services when the service is requested and. the scope is defined. You will not be charged any additional costs under this section unless written approval, including email confirmation, is provided ahead of time In accordance with our firm policies, work may be suspended if your account becomes 90.days or more overdue: and may not be resumed until your account is paid in full. Please be advised that we will charge interest on late invoices over sixty days. Either party may terminate our engagement at any for any reason upon thirty (30) days written notice to the other. Subcontracting will be disclosed to the City's Board of Trustees. prior to beginning work. This agreement shall be governed by and construed in accordance with the 'laws 'of the. State 'of Illinois. We appreciate the opportunity to be of service to the City :of Elgin and believe this letteraccurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please indicate your acceptance by signing below and returning it to us. Cordially, ,444aeLIM" & At",.: '!4D Lauterbach & Amen, LLP RESPONSE: This letter correctly sets forth the understanding of the City of Elgin: Accepted by. Title: City of Elgin November 24, 2025 Page 2 of