city of folsom, california request for proposals for...

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CITY OF FOLSOM, CALIFORNIA

REQUEST FOR PROPOSALS

FOR

TRUST AND INVESTMENT MANAGEMENT SERVICES FOR GASB 45 (OPEB) TRUST

Proposal Date: July 2, 2007

A. PROJECT OVERVIEW

1. Goals The City of Folsom, California (“City”) primary objective of this Request for Proposal (RFP) is to seek proposals from firms with experience to provide comprehensive services for the establishment and administration of an irrevocable trust for postemployment health benefit liabilities in accordance with Government Accounting Standards Board (GASB) Statements 43 and 45. The City intends to award an open-ended contract. Proposals submitted in response to this Request must cover all of the points outlined in this document. 2. Description of City The City was founded in 1856, incorporated in 1946 and chartered in 1990. Folsom is a “full service” charter City, serving a population of approximately 64,000. The City is approximately 110 miles northeast of San Francisco and 20 miles east of Sacramento. The City is located along the eastern end of the Highway 50 corridor in an area of the Sacramento Valley that has experienced considerable industrial, residential, and commercial growth over the past 10 years. The City operates under a Council-Manager form of government with over 500 employees. The City provides a full range of services normally associated with a municipality, including administration, police, fire, recreation, parks, public works and utilities (water, sewer and solid waste). The City also has its own transit system, Folsom Stage Line, which provides local fixed routes, light rail commuter service, and Dial-a-Ride program catered to the seniors and disabled citizens of the community. 3. Background The City currently funds its retiree health care and OPEB on a pay-as-you-go basis. The recently issued GASB No. 45 (Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions) requires that government agencies state the future liabilities associated with providing OPEB. Additionally, GASB No. 43 (Financial

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Reporting for Postemployment Benefit Plan Other Than Pensions) provides reporting requirements for OPEB trust funds. Based on a recent actuarial study conducted by Total Compensation Systems Inc., at June 30, 2007, the current unfunded accrued liability of the City for retiree health care and other postemployment benefits is estimated to be $30.7 million with an annual required contribution under GASB rules of approximately $3 million. California Government Code Sections 53620 et seq. provides a mechanism for local agencies to create an irrevocable trust specifically designated for the payment of employee retiree health benefits. The trust’s assets may, with the City’s Council approval of an investment policy for such a trust, be invested in higher yielding investments. The City wishes to create such a trust. The City provides health benefits for approximately 500 active permanent full time employees and 150 retirees. There are five employee bargaining units as well as six unrepresented groups consisting primarily of elected officials, department heads, assistant department heads and various confidential employees. The postemployment benefit provided to retirees is not uniform and may be different and tiered based upon date of retirement. 4. Scope of Services

• A qualifying investment manager must be a registered investment advisor under the Investment Advisors Act of 1940, or a bank or insurance company and is required to have a solid track record for maximizing investment returns within guidelines stipulated in an adopted Investment Policy specific for an OPEB trust.

• The City is only interested in an employer contribution plan.

• Provide all the draft legal documents and advise the necessary steps to enable the City to set up an irrevocable trust for the purpose of post-retirement health benefit payments. The Consultant is expected to deliver a draft trust document to be reviewed by City’s Legal Counsel. The trust agreement must comply with the requirements of California Government Code Sections 53620 et seq. and must have an approved IRS ruling.

• Based on the initial deposit amount and assumed continued contributions and payments, recommend investment strategies that will achieve a balanced but growth oriented portfolio.

• Prepare an investment policy based on the investment parameters and approach desired by the City.

• The Consultant will act as the City’s investment advisor as it relates to the performance of the OPEB trust. This may include pre-funding consultation in reviewing investment strategies to effectively achieve a specific desired rate of return. The Consultant will also provide asset allocation assistance including regular rebalancing and selection and monitoring of asset manager(s).

• The Consultant will provide ongoing trustee and plan administration services that include safeguard of the trust assets, investment of the contributions and reimbursement to the City or pay directly for retiree health care premiums.

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• Provide monthly reporting on the trust transactions and investment activities.

• Provide annual reporting on the trust that will meet the requirements of GASB statements 43 and 45 note disclosures for the City’s Comprehensive Annual Financial Report.

• Meet with the City’s Assistant City Manager/Chief Financial Officer/Treasurer annually to review investment results and recommend investment strategy changes if warranted. The meeting may include presentation to the governing board members.

5. Contract Deliverables The City will be implementing GASB 43 and GASB 45 concurrently in fiscal year ended June 30, 2008. The City requires that the trust be established and effective as of October 1, 2007. 6. Contract Term The City intends to award an open-ended in accordance with the terms of the Professional Services Agreement (Exhibit 1).

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B. PROPOSAL INSTRUCTIONS AND DESCRIPTION OF THE PROPOSAL PROCESS 1. Timeline for Proposal Submission Process RFP Issued Monday, July 2, 2007 Proposal Due Date Friday July 27, 2007 Council approval of Vendor Tuesday, August 14, 2007 Award Contract Monday August 20, 2007 Notice to Proceed Friday August 31, 2007 2. Proposal Submission An original Proposal and five (5) copies should be submitted in a sealed envelope marked, “Trust and Investment Management Services for GASB 45 (OPEB) Trust”, and plainly endorsed with Proposer’s name and address. Proposals will be sent or delivered to the following address: Mail, Hand deliver or email To: City of Folsom, Finance Department 50 Natoma Street Folsom, CA 95630 Attn: Mark W. Bresolin, Financial Analysis & Reporting Manager [email protected] Proposals must be received no later than Friday, July 27, 2007, at 4:00 p.m. Proposals received after the time and date specified will not be considered. The City is not responsible for delayed deliveries due to mailing. The time received in the office of the Department of Finance shall determine the official time received. Submission of a Proposal shall constitute a firm offer to the City for ninety (90) days from the submission deadline for Proposals. City staff will review all Proposals received and several finalists may be selected. If deemed necessary the City will conduct interviews with the finalists during the week of August 13, 2007. It is requested that the attendees be restricted to those individuals who will have direct involvement with the program. 3. Proposal Forms and Sample Documents The following documents are included in this Request for Proposal (RFP):

• Exhibit 1: Form of Professional Services Agreement • Exhibit 2: Proposal Form • Exhibit 3: Sample of Certificate of Insurance

The Proposal Form (Exhibit 2) must be completed and signed by one or more individuals with authority to bind the Proposer to the Proposal. All Proposals without the appropriate

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signature(s) on Proposal Form Exhibit 2, page 3 may be deemed non-responsive and may result in the rejection of the Proposal. 4. Proposal Content To achieve a uniform review process and obtain the maximum degree of comparability, it is required that Proposals include the following basic format. Proposals are expected to provide services as outlined in this RFP and prepare its response to fully address its ability to satisfy these components. (a) Institutional and General Information For your Firm and each Sub-Consultant, please provide:

(1) Institution Name and Address (2) RFP Contact / Phone / Fax / Email (3) Names of authorized principals with authority to negotiate and

contractually bind the firm.

(b) Qualifications and Experience of the Firm

(1) Describe your firm’s history and organizational structure. Include number of years in business, size of company (employees, yearly revenue).

(2) Which office(s) of your organization will have primary

responsibility for this account?

(3) Please provide the firms broker/dealer Central Registration Depository (CRD) number.

(4) Indicate briefly how many years your firm as a whole and for the

local office that will perform the work have been active in the investment advisory business dealing with pensions or funds similar to an OPEB fund and the scope of services offered.

(5) Describe your firm’s experience with servicing public agency

clients, and in particular, for services similar to those described in this RFP.

(6) Describe the make up of your client base in terms of assets under

management. Please segment as follows: Assets - $5 million or less, $5 million to $25 million, $25 million to $100 million, $100 million to $500 million, and $500 million or more.

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(7) List any pending administrative proceedings, investigations and civil suits against the firm relating to the firm’s performance of its professional duties.

(8) List all litigation or proceedings to which your firm is a party and

which would either (a) materially impair your ability to perform the services enumerated herein and for which this RFP was issued, or (b) if decided in an adverse manner, materially affect the financial condition of your firm.

(9) Has your firm, or any representative who may be assigned to the

City account, been subject to a regulatory agency, state or federal investigation for alleged improper, disreputable, unfair or fraudulent activities related to the sale of securities or money market instruments that resulted in suspension or censure?

(10) Describe any known, perceived, actual or potential conflicts of

interest with the City, its directors, officers, agents or employees.

(11) Comment on other areas, which make your firm different from your competitors.

(c) Qualifications and Experience of Team and Relationship Services (1) Describe your firm’s philosophy regarding account or relationship

management.

(2) Identify and provide the resume of the person (Account Executive) who will be assigned to coordinate your company’s services to the City. The City expects direct access to the Account Executive on all matters.

(3) Identify the members of the plan service team including their

tenure with your firm, background, education and location and the role they will play in managing the City’s account. Identify other offices and/or corporate resources, which you intend to use in servicing this project.

(4) Describe the entity or division proposed to serve as the

trustee/custodian of the trust.

(5) Describe the entity or division proposed to serve as the investment manager of the trust. Include performance history.

(6) Will you utilize any subcontractors for the servicing of this plan? If

yes, describe your relationship with the subcontractor, the

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subcontractor’s history and experience in providing similar fund services and the experience of the subcontractor’s employees that will provide services to the plan.

(d) OPEB Product Services

(1) Describe, in general terms, your firm’s OPEB Services. Confirm that you will acknowledge your role as a fiduciary with respect to the OPEB trust.

(2) Provide a list or description of qualified options which your firm

can support to hold OPEB GASB 45 assets. Briefly discuss pros and cons of each option and provide a recommendation which will be best suited for the City. Include in your proposal a sample Trust Agreement, IRS Determination Letter (if available), and any other document(s) that you propose to use.

(3) Provide a description of the reports and a description of any

available online access. (4) Does your firm provide any other compliance, filing or consulting

services? If so, please describe. (5) Describe how trust transactions such as disbursements are

proposed to be handled.

(e) Investment Services

(1) Describe your philosophy regarding managing on OPEB Trust. (2) Describe your process for implementing a new OPEB Trust.

(3) Do you provide specific asset allocation recommendations? If so,

please explain.

(4) Do you provide discretionary management of the assets? If yes, what is your process for hiring and assessing performance of investment managers?

(5) How often will you rebalance the trust assets?

(6) What investment options are available? For publicly traded

investments please provide the full fund name, its ticker or CUSIP, and its share class. For non-publicly traded option please provide

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complete quarterly performance data, risk characteristics, top 10 holdings, annual report/prospectus, restrictions, and expense ratio.

(f) Fees

(1) Complete Proposal Form (Exhibit 2) to perform all services

described in the Scope of Services (Section A.4) above.

a. Fees for creation of the OPEB trust must be all-inclusive and will be paid by the Section 115 Trust. No additional reimbursement will be provided for travel time, expenses, telephone costs, copying costs, etc.

b. For fees relating to Investment management of OPEB

Trust assets, please provide tier pricing based on total dollar value of trust assets managed. If your firm’s pricing structure is not based on an annual percentage of total dollars of assets managed, please describe your alternative pricing structure. Fee structure for Step II must be all-inclusive to incorporate total cost of investing in the program or funds such as asset manager(s)’ fees, expense ratios, trading fees, sub-account expense, separate account or other asset-based administrative expenses that are added to the base or sub-advisor investment management fees. You must disclose all forms of compensation that you will receive from any source relating to the management of the City’s OPEB assets.

The City has determined that it will fund approximately

$650,000 per year to the OPEB Trust.

(2) Is there a minimum fee requirement for this plan and, if so what is the basis for the minimum fee?

(3) Describe in detail any revenue sharing agreements you have with

investment managers and/or sub-advisors. Include any 12b-1, service, distributor, or platform fees you derive from the investment managers and/or sub-advisors.

(4) Describe any surrender, withdrawal or deferred sales charges

within your products. Are any additional fees to be netted from fund performance? If yes, please describe.

(5) Is there a termination fee or any other fees relating to transfer of

the City’s OPEB assets? Upon notice of termination within 90

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days, the City requires that the Consultant will transfer all of the City’s OPEB assets in the manner designated by the City with no hold back.

(g) References Please list the name, address, and telephone number of references from

three recent similar projects. Please provide a brief description of the work provided for each reference.

(h) Financial Stability Project your latest financial statement and describe in detail the financial

backing and stability of your company. Describe any major claims, settlements or other exposures pending against your company.

(i) Certificate of Insurance

Proposers are requested to provide a completed sample Certificate of Insurance, see Exhibit 3 for specific requirments, evidencing the coverage types and the minimum limits required as described in Section 12 of the Professional Services Agreement (Exhibit 1) with their proposal. The City requires this information to facilitate completing contract formalities in a timely manner if an award is made. The City may request additional information or clarification if necessary.

5. Withdrawal of Proposal Submission of a Proposal shall constitute a firm offer to City for ninety (90) days from the submission deadline for Proposals. A Proposer may withdraw his or her Proposal anytime before the date and time when Proposals are due, without prejudice, by submitting a written request for its withdrawal to the Financial Analysis & Reporting Manager of the City. A telephone request is not acceptable. 6. Selection Criteria A selection committee comprised of City staff members will evaluate the proposals, and the City intends to award a Contract to the most qualified firm submitting a responsive Proposal. Ranking will be based on a maximum of 100 points, weighted as indicated on the following table. In determining the number of points a Proposal will receive in each category, the City will consider the Proposal material submitted, and any other relevant information about a given Proposer. The firm submitting a responsive Proposal with the highest total weighted score, based on composite scoring of the selection committee, will be determined to be the most qualified. The following criteria will be used in the evaluation of the Proposals:

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A. Firm’s Qualifications and Experience..................................................................... 15% Firm’s overall experience with OPEB trusts and performance record of investment portfolios managed with clients comparable to City; Quality of references and experience with public agency clients; Strength and financial stability of the firm. B. Team Qualifications and Experience....................................................................... 30% Expertise, technical qualifications, and quality of relationship management of firm’s staff who will execute Scope of Services outlined in the RFP. C. Product and Investment Services ............................................................................ 20% Availability and quality of product and investment services to achieve objectives of the RFP. D. Fee Structure ............................................................................................................. 35% The City may reject any Proposal in which the approach, qualifications or proposed compensation are not deemed to be within an acceptable or competitive range. The City may seek clarifications from any or all Proposers regarding their Proposals, or may request that Proposers submit modified Proposals. Following the initial review and screening of the written Proposals, using the Selection Criteria described above, one or more companies may be invited to participate in the final selection process, which may include participation in an oral interview and/or submission of any additional information as requested by City. The City reserves the right to conduct pre-award negotiations with any Proposers, and the right to award the contract without negotiations and without conducting interviews. This Request for Proposal does not commit the City to awarding a Contract. Proposers shall bear all costs incurred in the preparation of the Proposal and participating in the Proposal process. The City reserves the right to reject any and all Proposals, to accept the Proposal it considers most favorable to the City’s interest in its sole discretion, and to waive minor irregularities. The City further reserves the right to seek new Proposals when such procedure is considered by it to be in the best interest of the City. 7. Confidentiality The California Public Records Act (Cal. Govt. Code Sections 6250 et seq.) mandates public access to government records. Therefore, unless the information is exempt from disclosure by law, the content of any request for explanation, exception or substitution, response to these specifications, protest or any other written communication between City and Proposer shall be available to the public.

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If the Proposer believes any communication contains trade secrets or other proprietary information that the Proposer believes would cause substantial injury to the Proposer’s competitive position if disclosed, the Proposer shall request that City withhold from disclosure the proprietary information by marking each page containing such proprietary information as confidential. Proposer may not designate its entire Proposal as confidential. Additionally, Proposer may not designate Proposal Forms as confidential. If the Proposer requests that City withhold from disclosure information identified as confidential, and City complies with the Proposer’s request, the Proposer shall assume all responsibility for any challenges resulting from the non-disclosure, indemnify and hold harmless City from and against all damages (including but not limited to attorneys’ fees that may be awarded to the party requesting the Proposer information), and pay any and all cost and expenses related to the withholding of the Proposer information. The Proposer shall not make a claim, sue or maintain any legal action against City or its directors, officers, employees or agents in connection with the withholding from disclosure of Proposer information. If the Proposer does not request that City withhold from disclosure information identified as confidential, City shall have no obligation to withhold the information from disclosure and may release the information sought without liability to City.

Exhibit 1 - Consulting Form AgmtProfessional Services Agreement

Project: __________________________

CITY OF FOLSOM

________________ DEPARTMENT AGREEMENT FOR CONSULTING SERVICES WITH

__________________________________

This Agreement, for reference dated ___________ is made by and between the City of Folsom, a Municipal Corporation, hereinafter referred to as "City" and ____________________, a ____________________________________________, hereinafter referred to as "Consultant." (Sole Proprietorship, Partnership, Corporation, Limited Liability Company)

WITNESSETH:

WHEREAS, City desires to hire a consultant to_________________________________ _____________________________________________________________________________ _____________________________; and,

WHEREAS, Consultant, by reason of its qualifications, experience, and facilities for performing the type of services contemplated herein, has proposed to provide the requested services;

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, City and Consultant agree as follows: I. Scope of Service

The scope of service covered by this Agreement includes all consulting services described and contained in Exhibit A, attached hereto and by this reference incorporated into this Agreement. II. Term of Agreement

This Agreement shall be effective as of the date executed by all parties and approved as to form by the City Attorney and shall continue until all services provided for in this Agreement have been performed unless otherwise terminated as set forth in Paragraph XVII of this Agreement. III. Schedule for Performance

City and Consultant agree that time is of the essence in the performance of this work, and Consultant agrees to produce documents in the times stated in the Proposal. Deviations from time schedule stated in the Proposal may be made with the approval of the


__________________ Director.

IV. Compensation

Compensation for the services shall be paid on a time-and-materials, not-to-exceed basis. The maximum compensation for the services specified in Exhibit A, including any and all costs or expenses, is $_______. In the event the cost for services exceeds $_______, Consultant agrees to complete all services enumerated in Exhibit A at no additional expense to City.

The City shall have the right to review all books and records kept by the Consultant and any subcontractors in connection with the operation and services performed under this Agreement. The City shall withhold payment for any expenditures not substantiated by Consultant's or subcontractor's books and records. In the event the City has made payment for expenditures that are not allowed, as determined by the City's audit, the Consultant shall reimburse the City for the amount of the unallowed expenditures. City shall make no payment for any services not specified in Exhibit A of this Agreement unless such additional services and the price thereof are agreed to in writing and approved by the City prior to the time that such additional services are rendered. V. Invoicing, Payment, Notices

Consultant shall submit periodic invoices, not more frequently than monthly, for the services rendered during the preceding period. Invoices shall describe the services performed and costs incurred, the person(s) rendering performed services, the amount of time spent by such person(s), and the applicable hourly rate.

Consultant shall transmit invoices and any notices required by this Agreement, to City as follows:

____________________________ Department of ________________ City of Folsom 50 Natoma Street Folsom, California 95630

City shall transmit payments on invoiced amounts, and any notices required by this

Agreement to Consultant as follows:

_______________________ _______________________ _______________________ Telephone:

VI. Professional Services


Consultant is a _____________, licensed by the State of California. Consultant agrees that services shall be performed and completed in the manner and according to the professional standards observed by a competent practitioner of the profession in which Consultant and its subcontractors or agents are engaged. Consultant shall not, either during or after the term of this Agreement, make public any reports or articles, or disclose to any third party any confidential information relative to the work of City or the operations or procedures of the City without the prior written consent of City.

Consultant further agrees that it shall not, during the term of this Agreement, take any action that would affect the appearance of impartiality or professionalism. VII. Independent Contractor

It is understood and agreed that Consultant (including Consultant's employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto.

Consultant's assigned personnel shall not be entitled to any benefits payable to employees of City. City is not required to make any deductions or withholdings from the compensation payable to Consultant under the provisions of the Agreement, and is not required to issue W-2 Forms for income and employment tax purposes for any of Consultant's assigned personnel.

Consultant, in the performance of its obligation hereunder, is only subject to the control or direction of City as to the designation of tasks to be performed and the results to be accomplished. Any third persons employed by Consultant shall be entirely and exclusively under the direction, supervision, and control of Consultant.

Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement. VIII. Authority of Consultant

Consultant shall possess no authority with respect to any City decision and no right to act on behalf of City in any capacity whatsoever as agent, or to bind City to any obligations whatsoever. IX. Conflict of Interest

Consultant certifies that it has disclosed to City any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this Agreement. Consultant agrees to advise City of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this Agreement. Consultant further agrees to complete any statements of economic interest required by either City ordinance or State law. X. Assignment and Subcontracting


Except as expressly authorized herein, Consultant's obligations under this Agreement are

not assignable or transferable, and Consultant shall not subcontract any work, without the prior written approval of the _________________ Director.

XI. Ownership of Work Product

All technical data, evaluations, reports, plans and other work products of Consultant provided hereunder shall become the property of City and shall be delivered to City upon completion of the services authorized hereunder. Consultant may retain copies thereof for its files and internal use. City representatives shall have access to work products for the purpose of inspecting same and determining that the services are being performed in accordance with the terms of the Agreement. Publication of the information derived from work performed or data obtained in connection with services rendered under this Agreement must be approved in writing by City. XII. Indemnification

Consultant agrees to hold harmless and indemnify City, its officers, agents and employees from and against any and all losses, liability, or damages arising out of, in consequence of, or resulting from the negligent acts and/or omissions of Consultant, its subcontractor, consultants, agents or employees. Consultant assumes no responsibility to indemnify City for the negligent acts or omissions of City, its officers, agents and employees. XIII. Insurance

Consultant shall maintain insurance coverage as set forth in Exhibit B that is attached hereto and incorporated herein by reference. XIV. Employment Practices

Consultant, by execution of this Agreement, certifies that it does not discriminate against any person upon the basis of race, color, creed, national origin, age, sex, disability or marital status in its employment practices. XV. Licenses, Permits, Etc.

Consultant represents and warrants to City that it has all licenses, permits, qualifications and approvals of whatsoever nature that are legally required for Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession at the time the services are performed.


XVI. Records

Consultant shall maintain records, books, documents and other evidence directly pertinent to the performance of work under this Agreement in accordance with generally accepted accounting principles and practices.

XVII. Termination

City and Consultant may terminate this Agreement by providing thirty (30) days written notice prior to the effective termination date.

In the event of such termination, City shall pay Consultant for all services actually rendered up to and including the date of termination. Consultant shall deliver to City copies of all drawings, reports, analyses, and investigations whether completed or not, that were prepared or were being prepared under the provisions of this Agreement. XVIII. Amendments

Any modification or amendment of any provision of this agreement shall be in writing and must be executed by all parties. XIX. Entire Agreement

This instrument and any attachments hereto constitute the entire Agreement between the City and Consultant concerning the subject matter hereof. END OF TEXT - SIGNATURE PAGE FOLLOWS


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed. Date:______________________ City of Folsom, A Municipal Corporation ("City")

_________________________________ City Manager

Date:______________________ __________________________ A ________________________ ("Consultant")

By:_______________________________ Its:_______________________________

Approved As To Content: ________________________________________________ Director of _______________ Date Approved As To Form: ________________________________________________ City Attorney Date Attests: Funding Available: ______________________________ _________________________________________ City Clerk Date Finance Director Date NOTICE: SIGNATURE(S) ON BEHALF OF CONSULTANT MUST BE NOTARIZED. A certificate of acknowledgment in accordance with the provisions of civil code section 1189 must be attached for each person executing this agreement on behalf of consultant. California Civil Section provides, at part (b): "Any certificate of acknowledgment taken in another place shall be sufficient in this state if it is taken in accordance with the laws of the place where the acknowledgment is made."


EXHIBIT 1

(Scope of Work)

See following pages.


EXHIBIT 1.1

INSURANCE

During the term of this Agreement, Consultant shall maintain in full force and effect policies of insurance as set forth herein and acceptable original insurance certificate(s) and endorsements must accompany the signed copy of this contract. Failure to meet the requirements described below could delay processing of this contract:

A. General Liability. Comprehensive general liability insurance with coverage of not

less than $1,000,000.00 combined single limit per occurrence for bodily injury, personal injury and property damage. If a general aggregate limit of liability is used, the minimum general aggregate shall be twice the ‘each occurrence’ limit or the policy shall contain an endorsement stating that the general aggregate limit shall apply separately to the project that is the subject of the contract.

B. Automobile Liability. Automobile liability insurance with coverage of not less

than $1,000,000 combined single limit per accident for bodily injury and property damage.

C. Worker's Compensation. Worker's Compensation Insurance that complies with

the terms of the law of California concerning Worker's Compensation. D. Errors and Omissions; Malpractice (for Design Work only). Errors and omissions

or malpractice insurance with coverage of not less than $1,000,000 combined single limit per occurrence.

E. Other Insurance Provisions. The consultant's General Liability, Automobile

Liability, any Excess or Umbrella Liability, shall contain the following provisions:

a. The City, its officers, officials, employees, agents, and volunteers shall be

covered as additional insured as respects: liability arising out of activities performed by or on behalf of the consultant; products and completed operations of the consultant; premises owned, leased or used by the consultant; or automobiles owned, leased, hired or borrowed by the consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents, or volunteers.

b. The consultant's insurance coverage shall be primary insurance as respects the

City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers shall be excess of consultant's insurance and shall not contribute with it.


c. Any failure to comply with reporting or other provisions of the policies shall not

affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.

d. Coverage shall state that consultant's insurance shall apply separately to each

insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

E. All Coverage a. Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating

of no less than A:VII and through insurers admitted in California. This requirement may, however, be waived in individual cases for Errors and Omissions Coverage only, provided however, that in no event will a carrier with a rating below B:IX be acceptable.

b. Verification of Coverage. Consultant shall furnish the City with original certificates

of insurance and with separate original endorsements effecting coverage required by this exhibit. Certificates of Insurance and endorsements shall be furnished prior to or contemporaneously with the execution of this Agreement by Consultant. The endorsements to the insurance shall specifically name the City of Folsom, its officers, officials, employees, agents, and volunteers as additional insureds. The Certificate shall provide that there will be no cancellation, reduction or modification of coverage without thirty (30) days prior written notice to City. The certificates and endorsements for each insurance policy are to be signed by a person authorized by the insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms acceptable to the City Attorney.


EXHIBIT 1.2 SPECIAL PROVISIONS (ENGINEERING DESIGN) 1. Record Retention

The Consultant agrees to keep proper books of records and account in which complete and correct entries will be made of payroll costs, travel, subsistence and field expenses. Said books shall, at all times, be available for at least three (3) years after final payment for reasonable examination by the City.

2. Accuracy and Completeness

The Consultant has total responsibility for the accuracy and completeness of the investigations, calculations, reports, plans and related designs, specifications, and estimates prepared for the Project and shall check all such material accordingly. The plans will be reviewed by City for conformity with Project objectives and compliance with City Standards. Reviews by City do NOT include the detailed review or checking of major design components and related details or the accuracy with which such designs are depicted on the plans. The responsibility for accuracy and completeness of such items remains solely with the Consultant.

The Consultant shall provide an independent analysis of all structural computations and plans submitted to the City. The independent analysis shall be performed by an engineer licensed in the appropriate discipline. The signature of the checker shall appear on all plan sheets.

In the event that the items requiring interpretation in the drawings or specification are discovered during the bidding period, said items shall be analyzed by the Consultant for decision by City as to the proper procedure to be followed. Corrective action taken will either be in the form of an addendum prepared by the Consultant and issued by City or by a covering change order after the award of the construction contract.

During construction, the Consultant shall furnish all necessary additional drawings for supplementing, clarifying, and/or correcting purposes and for change orders resulting from negligent errors and omissions of the Consultant. Such drawings shall be requested in writing from the Consultant by City and shall be furnished at no additional cost to City. The original tracing(s) of the drawings and contract wording for change orders shall be submitted to City for duplication and distribution.

3. Professional Seal The title sheet for specifications and reports, and each sheet of plans, shall bear the


professional seal, certificate number, registration classification, expiration date of the certificate, and signature of the professional engineer responsible for their preparation. The signature and registration number of the checker shall also appear on all sheets.

4. Sole Source Materials or Equipment

The Consultant or its subconsultants shall not incorporate in the design any materials or equipment of single or sole source origin without prior written approval of the City.

5. Documentation

The Consultant shall document the results of all work to the satisfaction of the City . This may include, but not be limited to, preparation of progress and final reports, calculations, and construction records.

6. Ownership of Documents

Tracings, plans, specifications, maps and as-built plans prepared or obtained under this Agreement shall be delivered to and become the property of the City. The basic survey notes and sketches, charts, computations and other data prepared under this Agreement shall be made available upon request to the City without restriction or limitation on their use. City may revise documents on other projects at its own risk.

7. Copyrights

The City shall have the right to use of reports, designs, details, or products developed as part of this Agreement for purposes of maintenance, remodeling or reconstruction of existing facilities, or construction of new facilities without additional compensation to the Consultant or without restriction or limitation on its use. The City will hold harmless the Consultant for any use or reuse of these reports, designs, or details for purposes other than the project associated with this Agreement unless the City obtains a validation of that use or reuse from the Consultant.

8. Changes in Work

The City reserves the right to change the scope of work as necessary to complete the project. In the event that such a change would materially change the amount or character of the work reasonably considered necessary to be performed under the original scope of this Agreement, an Agreement adjustment shall be negotiated based upon the estimated number of hours the revised or added task would consume based upon the unit rates as shown in Exhibit B.

9. Construction Plans and Specifications

All construction plans prepared in accordance with this agreement shall be ink on Mylar


drawings using the release of AutoCAD by Autodesk that is compatible with the City’s release at the time of the Agreement. Library files associated with the plans shall be included with this submittal. Final as-built drawings will be on mylar.

All construction plans and specifications prepared in accordance with this agreement shall be submitted in final form to the City on 5¼” - 1.2M magnetic high density diskette or 3½” - 1.4M magnetic high density diskette as well as a hard copy of final specifications. “Microsoft Word" software shall be used for producing specifications.

10. Compliance with Law

Consultant shall prepare plans and construction documents in compliance with all applicable requirements of all federal, sate, and local laws, codes, rules, regulations, ordinances, and standards, including, but not limited to the requirements of The American Disabilities Act.

EXHIBIT 2

The Proposal Form must be signed on Proposal Form page 3. Proposals submitted in any other form will be considered non-responsive and may be rejected.

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CITY OF FOLSOM, CALIFORNIA

TRUST AND INVESTMENT MANAGEMENT SERVICES FOR GASB 45 (OPEB) TRUST

PROPOSAL FORM

TO: CITY OF FOLSOM, CALIFORNIA Pursuant to the Notice Inviting Sealed Proposals, the undersigned Proposer herewith submits a Proposal on the Proposal Form or Forms attached hereto and binds itself on award by the City of Folsom, California under this Proposal to execute a Contract in accordance with its Proposal, the Proposal documents, and the award. The attached Request for Proposal and Addenda, if any, are made a part of this Proposal and all provisions thereof are accepted, and all representations and warranties required thereby are hereby affirmed.

Proposers shall submit the following fee information outlined in Part I and Part II below to perform all services described in the Scope of Services (RFP Section 4) for each contract year (including option years). PART I: TRUST SERVICES Fees relating to Trust services outlined in the Scope of Services (RFP Section 4) must be all-inclusive. No additional reimbursement will be provided for travel, expenses, telephone costs, copying costs, etc.

Year 1 Year 2 Year 3 Year 4 Year 5 Trust Document Fee $ $ $ $ $ Trustee Fee $ $ $ $ $ Private Letter Ruling $ $ $ $ $ Termination/Transfer Costs

$

$

$

$

$

Other: (please list) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Proposers Comments: ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Use additional sheets of paper if necessary

EXHIBIT 2

The Proposal Form must be signed on Proposal Form page 3. Proposals submitted in any other form will be considered non-responsive and may be rejected.

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PART II: INVESTMENT MANAGEMENT SERVICES Please provide tier pricing for the duration of the contract based on total dollar value of trust assets managed. If your firm’s pricing structure is not based on an annual percentage of total dollars of assets managed, please describe your alternative pricing structure. For example, if fund assets will be invested in mutual funds, please list name of mutual fund, CUSIP, total expense ratio, and any associated administrative fees. Fee structure must be all-inclusive to incorporate total cost of investing in the program or funds such as asset manager(s)’ fees, expense ratios, trading fees, sub-account expense, separate account or other asset-based administrative expenses that are added to the base or sub-advisor investment management fees. You must disclose any form of compensation that you will receive from any source relating to the management of the City’s OPEB assets.

Annual % of assets managed First $_____________ million % Next $_____________million % Next $_____________million % Next $_____________million % Next $_____________million % Above $_____________million %

Proposer’s Alternative Pricing Structure (if different from above); please describe:

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Use additional sheets of paper if necessary Note: The City plans to fund approximately $650,000 per year to the OPEB Trust.

EXHIBIT 2

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Name under Which Business is conducted: ________________________________________________________________________ Business Address: ________________________________________________________ ________________________________________________________________________ Telephone No.:__________________________Facsimile No.:_____________________

MANDATORY SIGNATURE(S) IF SOLE OWNER, sign here: I sign as sole owner of the business named above: ________________________________________________________________________ IF PARTNERSHIP, one or more partners sign here: The undersigned certifies that we are partners in the business named above and that we sign this contract proposal with full authority to do so: ________________________________________________________________________ IF CORPORATION, sign here: The undersigned certifies that they sign this contract proposal with full and proper authorization to do so: Corporate Name:__________________________________________________________ By:_________________________________Title:_______________________________ *By:________________________________Title:_______________________________ Incorporated under the laws of the State________________________________________

(Corporate Seal) *Two corporate officers must sign on behalf of the corporation as follows: (1) Chairman of the Board, President, or Vice President; and (2) Secretary, Assistant Secretary, Chief Financial Officer, or Assistant Financial Officer. In the alternative, this Proposal may be executed by a single officer or person other than an officer provided that evidence is satisfactory to the City is provided, demonstrating that such individual is authorized to bind the corporation (e.g., a copy of a certified resolution from the corporation’s board or a copy of the corporation’s by laws. IF JOINT VENTURE, officers of each participating firm signs here: The undersigned certifies that they sign this contract proposal with full and proper authorization to do so: Joint Venture Name Composed of: ___________________________________________ By:_________________________________Title:_______________________________ By:_________________________________Title:_______________________________

Exhibit 3 Insurance Requirements

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1. Insurance During the term of this Agreement, Consultant shall maintain in full force and effect at all times, at its sole cost and expense, policies of insurance as set forth herein: a. General Liability:

(1) General liability insurance including, but not limited to, protection for claims of bodily injury and property damage liability, personal and advertising injury liability and product and completed operations liability.

(2) Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage form CG 0001 (occurrence).

(3) Claims-made coverage is not acceptable. (4) The limits of liability shall not be less than:

• Each occurrence: One Million Dollars ($1,000,000) • Products & Completed Operations: One Million Dollars

($1,000,000) • Personal & Advertising Injury: One Million Dollars ($1,000,000)

(5) If a general aggregate limit of liability is used, the minimum general aggregate shall be twice the ‘each occurrence’ limit or the policy shall contain an endorsement stating that the general aggregate limit shall apply separately to the project that is the subject of the contract.

(6) If a products and completed operations aggregate limit of liability is used, the minimum products and completed operation aggregate shall be twice the each occurrence limit or the policy shall contain an endorsement stating that the products and completed operations aggregate limit shall apply separately to the project which is the subject of the contract.

b. Automobile Liability: (1) Automobile liability insurance providing protection against claims of

bodily injury and property damage arising out of ownership, operation, maintenance, or use of owned, hired, and non-owned automobiles.

(2) Coverage shall be at least as broad as Insurance Services Office Automobile Liability coverage form CA 0001, symbol 1 (any auto).

(3) The limits of liability per accident shall not be less than: c. Combined Single Limit: One Million Dollars ($1,000,000)

(1) If General Liability coverage, as required above, is provided by the Commercial General Liability form, the Automobile Liability policy shall include an endorsement providing automobile contractual liability.

d. Workers’ Compensation (1) Workers’ Compensation Insurance, with coverage as required by the State

of California (unless the Consultant is a qualified self-insurer with the State of California), and Employers Liability coverage.


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(2) Employer’s Liability Coverage shall not be less than the statutory requirements.

(3) Consultant shall sign and file with the Chief Financial Officer of the City of Folsom a Worker’s Compensation Certificate.

e. Other Insurance Provisions: (1) The Consultant’s General Liability and Automobile Liability shall contain

the following provisions: (2) The City, its officials, employees, agents and volunteers shall be covered

and specifically named as additional insured on a separate endorsement as respects liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied, or used by the Consultant, or automobiles owned, leased, hired, or borrowed by the Consultant in a form acceptable to the City Attorney.

(3) The policy shall contain no special limitations on the scope of coverage afforded to the City, its officials, employees, agents or volunteers.

(4) For any claims related to the project, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant’s insurance and shall not contribute to it.

(5) Any failure to comply with reporting or other provisions of the policies on the part of the Consultant, including breaches of warranties, shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers.

(6) The Consultant’s Workers Compensation and Employer’s Liability policies shall contain an endorsement that waives any rights of subrogation against the City, its officers, officials, employees, agents, and volunteers.

(7) Each insurance policy shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, non-renewed, or materially changed except after 30 days prior written notice by certified mail has been given to the City. Ten days prior written notice by certified mail shall be given to the City in the event of cancellation due to nonpayment of premium.

f. Acceptability of Insurers: Insurance is to be placed with insurers with a Bests' rating of no less than A (FSC of VII).

g. The Consultant shall furnish the City with Certificates of Insurance and original endorsements or insurance binders, signed by a person authorized by the insurer to bind coverage on its behalf, evidencing the coverage required by this section, the Standard Specifications, and any Supplementary Conditions. The Consultant shall furnish complete, certified copies of all required insurance policies, including original endorsements specifically required hereunder if requested.

h. The Consultant shall report, by telephone to the Finance Department within 24


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hours, and also report in writing to the Chief Financial Officer within 48 hours, after Consultant or any Subcontractors or agents have knowledge of, any accident or occurrence involving death of or serious injury to any person or persons, or damage in excess of Ten Thousand Dollars ($10,000) to property of the City or others, arising out of any work done by or on behalf of the Contractor as part of the contract.

i. Such report shall contain: (1) the date and time of the occurrence, (2) the names and addresses of all persons involved, and (3) a description of the accident or occurrence and the nature and extent of the

injury or damage. j. The City, at its discretion, may increase the amounts and types of insurance

coverage required hereunder at any time during the term of the contract by giving 30 days written notice.


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k. If the Consultant fails to procure or maintain insurance as required by this

section, or fails to furnish the City with proof of such insurance, the City, at its discretion, may procure any or all such insurance. Premiums for such insurance procured by the City shall be deducted and retained from any sums due the Consultant under the contract.

l. Failure of the City to obtain such insurance shall in no way relieve the Consultant from any of its responsibilities under the contract.

m. The failure of the City to enforce in a timely manner any of the provisions of this section shall not act as a waiver to enforcement of any of these provisions at any time during the term of the contract.