HomeMy WebLinkAboutTotal Compensation Systems, Inc. 2024-06-27 �L -0'- z42s - o9�
CONSULTING SERVICES AGREEMENT
This Agreement is entered into effective the 27th day of June, 2024 by and between Total
Compensation Systems, Inc. ("Consultant"), a California corporation with principal offices located at 5655
Lindero Canyon Road,Suite 223, Westlake Village,California,91362 and City of Ukiah("Customer").
The following shall govern the provision of consulting services by Consultant to Customer.
1. Consulting_Services. Consultant shall provide the consulting services described on Schedule 1
attached hereto.
2. Compensation to Consultant. Customer shall pay Consultant for the consulting services described
on Schedule 1 attached hereto the compensation set forth on Schedule 2 attached hereto.
3. Term and Termination. (a)Term. This Agreement shall commence on the date first written above
and shall continue in effect until June 30, 2025, or until all consulting services described on
Schedule 1 have been performed, whichever occurs first, unless sooner terminated in accordance
with the provisions of this Agreement. (b) Termination Without Cause. This agreement may be
terminated at any time by either party upon sixty (60) days prior written notice to the other party.
(c)Termination With Cause. Either party shall have the right to terminate this Agreement upon the
failure of either party to observe any of the covenants and agreements required to be observed by it
under this Agreement, and such failure continues for a period of thirty(30)days after written notice
thereof. (d) Rights and Obligations after Termination. Termination of this agreement shall not
relieve either party of any rights or obligations arising out of the Agreement prior to termination,
with the exception that the amount of the final payment that shall be made by Customer shall be
based solely upon the percentage of work that was completed by Consultant.
4. Customer Will Provide Information. Customer shall provide Consultant with the information
necessary for Consultant to provide the consulting services described on Schedule 1 attached hereto.
5. Authorization to Acquire Information. Customer hereby authorizes Consultant to acquire the
necessary information reasonably required by Consultant to provide the consulting services
described on Schedule 1 attached hereto from any agency,agencies,source or sources.
6. Customer's Right to Provide Information. Customer represents and warrants to Consultant that it
has the right to provide the information that will be given by Customer to Consultant,or which will
be acquired by Consultant pursuant to paragraphs 4 and 5 above.
7. Limitation on Services. Customer understands that Customer retains sole authority and
responsibility for the operation and design of all Customer's employee benefit plans.
8. Ownership of Systems and Materials. All systems, programs, operating instructions, forms and
other documentation prepared by or for Consultant shall be and remain the property of Consultant.
All data source documents provided by Customer shall remain the property of Customer.
9. Indemnification. (a) By Customer. Customer hereby agrees to defend and indemnify Consultant
and hold Consultant harmless against any claims, injury, costs or damages (including actual
attorneys' fees incurred) resulting from Customer's gross negligence or willful misconduct. (b) By
Consultant. Consultant hereby agrees to defend and indemnify Customer and hold Customer
harmless against any claims, injury, costs or damages (including actual attorneys' fees incurred)
resulting from Consultant's gross negligence or willful misconduct.
10. General.
a. Relationship of the Parties. The relationship between Consultant and Customer established
by this Agreement is that of independent contractors. Consultant and Customer shall each
conduct its respective business at its own initiative, responsibility, and expense, and shall
have no authority to incur any obligations on behalf of the other.
b. Force Majeure. No party shall have liability for damages or non-performance under this
Agreement due to fire, explosion, strikes or labor disputes, water, acts of God, war, civil
disturbances, acts of civil or military authorities or the public ehemy, transportation,
facilities, labor,fuel or energy shortages,or other causes beyond that parry's control.
C. Entire Agreement. This Agreement and the Schedules attached hereto contain the entire
agreement between the parties and supersedes all previous agreements and proposals, oral
or written,and all negotiations,conversations, or discussions between the parties related to
the subject matter of this Agreement. This Agreement shall not be deemed or construed to
be modified,amended,rescinded,canceled or waived in whole or in part,except by written
amendment signed by both of the parties hereto.
11. Confidentiality. Consultant recognizes that its work will bring it into close contact with confidential
information of Customer,including personal information about employees of Customer. Consultant
agrees not to disclose anything that is the confidential information of Customer, or that is
proprietary to Customer, including its software, its legacy applications, and its databases, to any
third party.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed as set forth below.
"CONSULTANT" "CUSTOMER"
TOTAL COMPENSATION SYSTEMS, INC. CITY OF UKIAH
40*Signed: Signed:
By: Geoffrey L. Kischuk By: ZC1, V
Title: President Title:
Date: June 27,2024 Date:
SCHEDULEI
For the purposes of this Agreement, "consulting services" shall include the following services provided by
Consultant to Customer:
An Excel spreadsheet file including calculations, draft Note Disclosures and draft Required Supplementary
Information Schedules(the"Work Products")needed for GASB$8 compliance.
Services do not include Consultant's attendance at any meetings.
SCHEDULE 2
Customer shall pay Consultant for the services in Schedule 1 a total of$1,200 due within 30 days of the
delivery by Consultant to Customer of the work products described in Schedule 1 (or within 30 days of
contract termination,if earlier).
T Total Compensation
Systems, Inc.
June 27,2024
Sarah Brown
City of Ukiah
300 Seminary Ave
Ukiah,CA 95482-5400
Dear Sarah,
As you know, CaIPERS does not provide pension plan information needed for GASB 68 disclosures in
City of Ukiah's audited financial statements for fiscal 2024.
Total Compensation Systems, Inc. (TCS) provided GASB 68 reporting materials for City of Ukiah last
year, and we are pleased to once again offer GASB 68 Reporting Services. Our services are designed to
minimize the amount of time, effort, and pension expertise required by you and your auditors in order to
comply with GASB 68.We provide the following materials:
➢ Draft Note Disclosure with the majority of the text and values required by GASB 68 completed;
➢ Draft Required Supplementary Information(RSI)schedules;
➢ A Spreadsheet Report that contains detailed calculation of the deferral balances and expense.
Fees,Required Information,and Timing
Our fee for this service is$1,200 for 1 risk pool.
For agencies that we provided GASB 68 reporting information to last year, all we typically need from
you is the amount of pension contributions made in the 2023-24 fiscal year. For CaIPERS Plans, you can
simply send us a pdf of the myCaIPERS Billing and Payment Summary for Fiscal year 2023/2024. for CaISTRS
Plans,any sort of summary exhibit which shows the 2023-24 pension contributions will work.
From the time you provide pension contribution information to us, we will provide reporting
materials back to you within one to two weeks.Contribution information is typically provided to us in August
or September,but we can provide our materials as early as July or later in the year as needed.
Attached is a contract for these services.To proceed, simply return the signed agreement. We will
provide an invoice for$1,200 upon delivery of our draft materials. If you would prefer to receive the invoice
in advance, just let us know. Please let us know if you have questions about our GASB 68 services or about
your CaIPERS pension in general.
Sincerely,
�
Will Kane,FSA,EA,MAAA
Consulting Actuary
wkane@totcomp.com
5655 Lindero Canyon Road,Suite 223, Westlake Village,CA 91362•(805)496.1700 a FAX(818)707--7325