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1589 Howard E Nyhart - Pension Review Services WrO1k}J 1 � t, l .. c„, 4.d. , , —1877-1 iI PURCHASING DIVISION co REQUEST FOR PROPOSALS 0 MAILING ADDRESS CITY OF SANFORD Date Issued: MARCH 29, 2012 POST OFFICE Box 1788 ", SANFORD, FLORIDA 32772 -1788 • SOLICITATION NUMBER: RFQ 11/12 -06 PHYSICAL ADDRESS CITY HALL PENSION REVIEW SERVICES 300 NORTH PARK AVENUE OPENING DATE AND TIME: MARCH 13, 2012 at 2:00 p.m. SANFORD, FLORIDA �' 32771 -1244 • SUBMISSIONS TELEPHONE 407.668.5030 1. BOLTON PARTNERS 2. GABRIEL ROEDER SMITH & COMPANY FACSIMILE 3. NYHART 407.688.5021 EMAIL S MITHB(d�SANFO RDFL.GOV WEBSITE WVVW.SANFORDFL.GOV • CITY COMMISSION JEFF TRIPLETT MAYOR MARK M DISTRICT 1 DR. VELMA H. WILLIAMS DISTRICT 2, VICE MAYOR RANDY JONES DISTRICT 3 PATTY MAHANY DISTRICT 4 • CITY MANAGER NATHAN N. BONAPARTE, JR. • PURCHASING MANAGER F. WILLIAM SMITH Bid open by F. W. Smith Purchasing Agent 7e 7teeft4e4 ea', • nyhart City of Sanford Proposal to Perform Pension Review Services RFP # 11/12 -06 Due: March 13, 2012 @ 2:00 p.m. Nyhart 2000 RiverEdge Parkway, Suite 540 Atlanta, GA 30328 770 - 933 -1933 770 - 933 -8918 FAX www.nyhart.com Contacts: David D. Harris david.harris@nyhart.com Randall L. Stanley randall.stanley@nyhart.com March, 2012 8 415 Allison Pointe Boulevard Suite 300 Indianapolis, IN 46250 (p) 317-845-3500 (p) 800 - 428 -7106 (f) 317 -845 -3650 www.nyhart.com An Alliance Benefit Group Licensee 019 - 1877 --- DOCUMENT APPROVAL 6/ 11/2013 4:28 PM Contract Agreement Name: The Howard E Nyhart Co., RFP 11/12 -06 (renewal) less than $50,000 cf2.1D\I Purchasing Manager Date Finance Direc o r Date ereetildiritgl - Pity Attorney �� Date .. LL City Of Sanford Agreement With The Howard E. Nyhart Company Incorporated Relating To RFP 11/12 -06, Pension Review Services This Agreement is made and entered into on the dates set forth below by and between the: City of Sanford, whose address is 300 North Park Avenue, Sanford, Florida 32771, a municipal corporation of the State of Florida, holding tax exempt status, hereinafter referred to as the "CITY," and The Howard E. Nyhart Company Incorporated, whose address is 8415 Allison Pointe Boulevard, Suite 300, Indianapolis, Indiana 46250, an Indiana corporation, authorized to do business in the State of Florida, hereinafter referred to as "NYHART ". The CITY and NYHART are collectively referred to herein as the "parties" from time -to -time. Witnesseth: Whereas, the CITY desires to retain NYHART for the work identified in this Agreement and potential various Work Orders relating to Pension Review Services for the CITY; and Whereas, NYHART hereby warrants and represents to the CITY that it is competent and otherwise able to provide professional and high quality services to the CITY; and Whereas, the references to the provisions of services to the CITY shall include to provision of goods and the term "Work Order" shall include the term "Purchase Order" herein; and Whereas, this Agreement is not subject to the provisions of the Consultants Competitive Negotiations Act (CCNA) and the parties agree that they have engaged in all required processes and procedures and that this Agreement complies with the provisions of the procurement laws controlling upon and applicable to the CITY, Now, Therefore, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows: Section 1: Definitions. Ad valorem - In proportion to the estimated value of the goods taxed. Agreement — This document and all subsequent Work Orders or related contractual documents between the CITY and NYHART. Billing Period — The period of time between project commencement to the close of the current period, (inclusive); or from the close of the previous billing period, (exclusive), to the close of the current period, usually concurrent with the month. In no case shall this 1 ' P a g e _ period be Tess than one calendar month except for the final Billing Period. Bona Fide - Made or carried out in good faith; sincere. CITY — The City of Sanford, a municipal corporation of the State of Florida holding tax exempt status. NYHART - To include all principals of NYHART including, but not limited to, full and part time employees, professional or otherwise, and all other agents employed by or for NYHART to perform its obligations hereunder. The term "subcontractor" as used herein shall also mean subconsultants. Description of Services - The general scope of services under this Agreement is the provision, by NYHART, to the CITY of Pension Review Services of a broad and diverse nature generally described in CITY 11/12 -06, Pension Review Services. For the CITY fiscal year ending September 30, 2013, NYHART shall provide the following actuarial services: (1) Data collection and analysis, (2) Preparation of a comprehensive annual report / actuarial valuation, and (3) Disclosures as required by GASB 45 The parties may negotiate full GASB annual updates from year -to -year. In addition to GASB 45 services, NYHART offers the following additional services to the CITY. Fee estimates shall be provided upon request: (1) Health Care Reform financial impact consulting, (2) Calculation of self- funded and COBRA premium rates, (3) Incurred But Not Reported (IBNR) Reserve calculations, (4) Medicare Part D Attestation, (5) What -if Modeling for health plan design and carrier changes, (6) Defined Benefit & Pension consulting and administration, (7) Defined Contribution, 401(k) & 403(b), and (8) Flex Accounts — FSA, HRA, & HSA consulting and administration. Additional services shall be specifically described in writing and the writing shall be in paragraph form resonably describing those services the CITY can expect NYHART to 1 "GASB 45 ", or "the GASB Statement 45 ", is an accounting and financial reporting provision requiring government employers to measure and report the liabilities associated with other (than pension) postemployment benefits (or OPEB). Reported OPEBs may include post- retirement medical, pharmacy, dental, vision, life, long -term disability and Tong -term care benefits that are not associated with a pension plan. GASB 45 was instigated by the Governmental Accounting Standards Board (GASB) in July, 2004. 2IPage provide. The description shall be written in such a manner that the type of service is clearly provided, but broad enough that all services reasonably expected of NYHART, including services provided by partners, subcontractors, and other supporting professionals, can be provided to the CITY. NYHART shall not have discretionary authority over any aspect of the CITY's Plan; be a fiduciary to the CITY; be responsible for ensuring that the CITY's Plan complies with any requirement to which the CITY's Plan is subject, or be liable to the CITY's Plan, or any person if the CITY's Plan fails to comply with any such requirement; have any duty or authority to enforce the payment of any contribution owed under the CITY's Plan; be responsible for the adequacy of the trust established as part of the CITY's Plan, or be liable for any benefits owed under the CITY's Plan; exercise discretion as to any CITY's Plan function; or have any obligation to perform any service not specified in this Agreement or otherwise agreed to in writing by the parties (regardless of whether such service may be considered "customary" services to be provided by NYHART). The CITY agrees that NYHART shall use all information and data supplied by or on behalf of the CITY without having independently verified the accuracy or completeness of it except to the extent required by generally accepted professional standards and practices. If any documentation or information supplied to NYHART at any time is incomplete, inaccurate or not up -to -date, or its provision is unreasonably delayed, NYHART will not be responsible for any delays or liability arising therefrom, and will be entitled to charge the CITY in respect of any resulting additional work actually carried out. The CITY further understands that the failure to provide, or cause to provide, complete, accurate, up -to -date, and timely documentation and information to NYHART, whether intentional or by error, could result in an impairment of NYHART's services. The CITY has general responsibilities with respect to the CITY's Plan, including providing all information required by NYHART to perform its services under this Agreement on a timely basis; serving as fiduciary for the CITY's Plan; communicating details of the CITY's Plan to employees and answering employee questions; ensuring adequate funding of the CITY's Plan; and authorizing disbursements from the CITY's Plan and ensuring accuracy of information provided. Designated Representative — A person who administers, reviews, and coordinates the provision of services. This definition applies equally to the CITY and to NYHART. Force Majeure - Force Majeure shall include, but not be limited to, hostility, revolution, civil commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future; provided that the cause whether or not enumerated in this Agreement is beyond the control and without the fault or negligence of the party seeking relief under this Agreement. Law - Said phrase shall include statutes, codes, rules, and regulations of whatsoever type or nature enacted or adopted by a governmental entity of competent jurisdiction. 3IPage Pari Materia — of the same matter; on the same subject. Laws pari materia must be construed with reference to each other /together when related to the same matter or subject. The provisions of a contract/agreement are to be construed together with no isolated construction of a particular provision such that it would defeat the overall intent of the contract/agreement. Submittals — Any item required by this Agreement that NYHART must provide the CITY either for inclusion as part of this Agreement or not. Work Order - A detailed description of quantities, services, and a completion schedule provided on a CITY prescribed form describing all work associated with the service to be provided by NYHART to the CITY for an agreed price referencing this Agreement by title and date. Section 2: Captions. The Section headings and captions of this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any provision of this Agreement. Section 3: Extent Of Agreement /Integration /Amendment. (a) This Agreement, together with the exhibits, if any, constitutes the entire integrated Agreement between the CITY and NYHART and supersedes all prior written or oral understandings in connection therewith. This Agreement, and all the terms and provisions contained herein, including without limitation the exhibits, if any, attached, constitute the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence, and statements, whether written or oral. (b) This Agreement may only be amended, supplemented, or modified by a formal written amendment. (c) Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties. Section 4: No General City Obligation. (a) In no event shall any obligation of the CITY under this Agreement be or constitute a general obligation or indebtedness of the CITY, a pledge of the ad valorem taxing power of the CITY or a general obligation or indebtedness of the CITY within the meaning of the Constitution of the State of Florida or 4 I Page I any other applicable laws, but shall be payable solely from legally available revenues and funds. (b) NYHART shall not have the right to compel the exercise of the ad valorem taxing power of the CITY. Section 5: NYHART's Understanding Of Services Required. (a) Execution of this Agreement by NYHART is a representation that NYHART is familiar with local conditions and with the services to be performed. NYHART shall make no claim for additional time or money based upon its failure to comply with this Agreement. NYHART has informed the CITY, and hereby represents to the CITY, that it has extensive experience in performing and providing the services and /or goods described in this Agreement and to be identified in the Work Orders, and that it is well acquainted with the components that are properly and customarily included within such projects and the requirements of laws, ordinances, rules, regulations, or orders of any public authority or licensing entity having jurisdiction over CITY projects. Execution of this Agreement or a Work Order shall be an affirmative and irrefutable representation by NYHART to the CITY that NYHART is fully familiar with any and all requisite work conditions of the provisions of the services. (b) The recitals herein are true and correct and form and constitute a material part of this Agreement upon which the parties have relied. (c) It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co- partners between the parties, or as constituting NYHART (including, but not limited to, its officers, employees, and agents) the agent, representative, or employee of the CITY for any purpose, or in any manner, whatsoever. NYHART is to be and shall remain forever an independent contractor with respect to all services performed under this Agreement. NYHART shall, at all times and in all respects, act as a contractor or consultant and not as CITY staff. (d) Persons employed by NYHART in the provision and performance of the services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to the CITY's officers and employees either by operation of law or by the CITY. Section 6: General Provisions. (a) Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement, and that it has the legal authority to enter into this Agreement, and to undertake all obligations 5 I Page imposed on it. The persons executing this Agreement for NYHART certifies /certify that they are authorized to bind NYHART fully to the terms of this Agreement. (b) This Agreement is for services pertaining to various and diverse Pension Review Services as needed for the CITY's operations, programs and projects as set forth herein and as otherwise directed by the CITY to include all labor and materials that may be required. NYHART shall not engage in any work or provide any services without a contract document authoring, with specificity, such work or services. (c) NYHART acknowledges that the CITY may retain other contractors or consultants to provide the same types of services for CITY projects. The CITY reserves the right to select which contractor shall provide services for CITY projects. (d) NYHART acknowledges that the CITY has retained other contractors and consultants and the coordination between said contractors and consultants and NYHART may be necessary from time -to -time for the successful completion of each Work Order. NYHART agrees to provide such coordination as necessary within the Scope of Services of each Work Order. (e) NYHART agrees to provide and ensure coordination between goods /services providers. (f) Time is of the essence of the lawful performance of the duties and obligations contained in this Agreement to include, but not be limited to, each Work Order. The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Agreement and each Work Order. (g) NYHART shall maintain an adequate and competent staff of professionally qualified persons throughout the performance of this Agreement to ensure acceptable and timely completion of the services set forth in this Agreement and in each Work Order. (h) Requirements for signing and sealing plans, reports, and documents prepared by NYHART shall be governed by the laws and regulations of Seminole County and State regulatory agencies. (i) NYHART hereby guarantees the CITY that all material, supplies, services, and equipment as listed on a Purchase Order meet the requirements, specifications, and standards as provided for under the Federal Occupations Safety and Health Act of 1970, from time to time amended and in force on the date hereof. __6 'Page (j) No claim for services furnished by NYHART not specifically provided for herein or in a Work Order associated with the project will be honored by the CITY. Section 7: Codes And Design Standards. (a) All the services to be provided or performed by NYHART shall in the minimum be in conformance with commonly accepted industry and professional codes and standards, standards of the CITY, and the laws of any Federal, State, or local regulatory agencies. (b) NYHART shall be responsible for keeping apprised of any changing laws applicable to the services to be performed under this Agreement. Section 8: Subcontractors. (a) Any NYHART proposed subcontractors or subconsultatnts shall be submitted to the CITY for written approval prior to NYHART entering into a subcontract. Subcontractor information shall include, but not be limited to, State registrations, business address, local business tax proof of payment, and insurance certifications. (b) NYHART shall coordinate the provision of services and work product of any CITY approved subcontractor or subconsultant and remain fully responsible for such services and work under the terms of this Agreement. (c) Any subcontract shall be in writing and shall incorporate this Agreement and require the subcontractors or subconsultants to assume performance of NYHART duties commensurately with NYHART's duties to the CITY under this Agreement, it being understood that nothing herein shall in any way relieve NYHART from any of its duties under this Agreement. NYHART shall provide the CITY with executed copies of all subcontracts. Section 9: Assignability. NYHART shall not sublet, assign, or transfer any interest in this Agreement, or claims for the money due or to become due out of this Agreement to a bank, trust company, or other financial institution without written CITY approval. When approved by the CITY, written notice of such assignment or transfer shall be furnished promptly to the CITY. Section 10: Commencement/Implementation Schedule Of Agreement. (a) NYHART shall commence the provision of services as described in this Agreement immediately upon execution of this Agreement and the commencement of pertinent construction activities and, otherwise, upon 7 I Page execution of a Work Order. The CITY may seek other firms to provide the same services. (b) NYHART and the CITY agree to make every effort to adhere to the schedules established for the project and the various Work Orders as described in each Work Order. However, if NYHART is delayed at any time in the provision of services by any act or omission of the CITY, or of any employee of the CITY, or by any other party employed by the CITY, or by changes ordered by the CITY, or by strikes, lock outs, fire, unusual delay in transportation, unavoidable casualties, or any other causes of force majeure not resulting from the inactions or actions of NYHART and beyond NYHART's control which would not reasonably be expected to occur in connection with or during performance or provision of the services, or by delay authorized by the CITY pending a decision, or by any cause which the CITY shall decide to justify the delay, the time of completion shall be extended for such reasonable time as the CITY may decide in its sole and absolute discretion. It is further expressly understood and agreed that NYHART shall not be entitled to any damages or compensation, or be reimbursed for any losses on account of any delay or delays resulting from any of the aforesaid causes or any other cause whatsoever. Section 11: Length Of Agreement. (a) Unless terminated, this Agreement shall be in effect until December 31, 2014, but shall automatically renew from year -to -year unless a party provides notice to the other party by October 1 of a contract year that is has determined not to renew this Agreement for the following calendar year. (b) This Agreement and any Work Order may be terminated as set forth herein. Section 12: Description Of Services. (a) NYHART agrees to perform various and diverse Pension Review Services in accordance with this Agreement and the definition of the services set forth herein, and any related Work Orders issued by the CITY to NYHART from time -to -time. (b) NYHART shall diligently and in a professional and timely manner perform and provide the services contemplated by this Agreement in a plenary manner. Unless modified in writing by the parties hereto, the duties of NYHART shall not be construed to exceed the provision of the services pertaining to this Agreement. All services shall be provided in accordance with the requirement for honest services. 8'Page. Section 13: NYHART Responsibilities. (a) NYHART shall be fully responsible for the professional quality, accepted standards, technical accuracy and the coordination of all services furnished by NYHART under this Agreement as well as the conduct of its staff, personnel, employees, and agents. NYHART shall work closely with the CITY on all aspects of the provision of the services. With respect to services, NYHART shall be responsible for providing honest services and the quality, technical accuracy, competence, methodology, accuracy, and the coordination of all of the following which are listed for illustration purposes and not as a limitation: documents, analysis, reports, data, plans, plats, maps, surveys, specifications, and any and all other services of whatever type or nature furnished by NYHART under this Agreement. NYHART shall, without additional compensation, correct or revise any errors or deficiencies in his plans, analysis, data, reports, designs, drawings, specifications, and any and all other services of whatever type or nature. (b) NYHART shall furnish a Designated Representative to administer, review, and coordinate the provision of services under each Work Order. (c) Neither CITY review, approval, or acceptance of, nor payment for, any of the services required under this Agreement shall be construed to operate as a waiver of any rights or of any cause of action arising out of the performance of this Agreement. NYHART shall be and shall remain liable to the CITY in accordance with applicable law for all damages to the CITY caused by NYHART's negligent or improper performance or failure to perform any of the services furnished under this Agreement. (d) The rights and remedies of NYHART provided for under this Agreement, are in addition to any other rights and remedies provided by law. (e) In the event NYHART fails to comply with the terms and conditions of this Agreement, the CITY shall notify NYHART's Designated Representative in writing so that NYHART may take remedial action. (f) Time is of the essence in the performance of all services provided by NYHART under the terms of this Agreement and each and every Work Order. Section 14: City Rights And Responsibilities. (a) The CITY shall reasonably cooperate with NYHART in a timely fashion at no cost to NYHART as set forth in this Agreement. 9 I Page (b) The CITY shall furnish a CITY Designated Representative to administer, review, and coordinate the provision of services under this Agreement and each Work Order that may be issued by the CITY. (c) The CITY shall make CITY personnel available where, in the CITY's opinion, they are required and necessary to assist NYHART. The availability and necessity of said personnel to assist NYHART shall be determined solely at the discretion of the CITY. (d) The CITY shall furnish NYHART with exisitng data, records, maps, plans, specifications, reports, fiscal data, and other engineering information that is available in the CITY's files that is necessary or useful to NYHART for the performance of the Work. All such documents conveyed by the CITY shall be, and remain the property of, the CITY and shall be returned to the CITY upon completion of the Work to be performed by NYHART. NYHART shall be responsible for all professional services provided on the basis of such data. (e) The CITY shall examine all NYHART reports, sketches, drawing, estimates, proposals, and other documents presented to the CITY and indicate the CITY's approval or disapproval within a reasonable time so as not to materially delay the provisions of the services of NYHART. (f) The CITY shall provide access to and make provisions for NYHART to enter upon public and private lands as required for NYHART within a reasonable time to perform work as necessary to complete the Work Order. (g) The CITY shall transmit instructions, relevant information, and provide interpretation and definition of CITY policies and decisions with respect to any and all materials and other matters pertinent to the services covered by this Agreement. (h) The CITY shall give written notice to NYHART whenever the CITY Designated Representative knows of a development that affects the services provided and performed under this Agreement, timing of NYHART's provision of services, or a defect or change necessary in the services of NYHART. (i) The rights and remedies of the CITY provided for under this Agreement are in addition to any other rights and remedies provided by law; the CITY may assert its right of recovery by any appropriate means including, but not limited to, set -off, suit, withholding, recoupment, or counterclaim, either during or after performance of this Agreement. (j) The CITY shall be entitled to recover any and all legal costs including, but not limited to, attorney fees and other legal costs that it may incur in any 10IPage legal actions it may pursue in the enforcement of the terms and conditions of this Agreement or the responsibilities of NYHART in carrying out the duties and responsibilities deriving from this Agreement. (k) The failure of the CITY to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any right or privilege granted to the CITY hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. (I) Neither the CITY's review, approval or acceptance of, nor payment for, any of the services required shall be construed to operate as a waiver of any rights under this Agreement nor or any cause of action arising out of the performance of this Agreement and NYHART shall be and always remain liable to the CITY in accordance with applicable law for any and all damages to the CITY caused by NYHART's negligent or wrongful provision or performance of any of the services furnished under this Agreement. (m) All deliverable analysis, reference data, survey data, plans and reports, or any other form of written instrument or document that may result from the Consutant's services or have been created during the course of NYHART's performance under this Agreement shall become the property of the CITY after final payment is made to NYHART. (n) In the event the CITY fails to comply with the terms and conditions of this Agreement, NYHART shall notify the CITY's Designated Representative in writing so that the CITY may take remedial action as it deems appropriate. Section 15: Waiver. The failure of the CITY to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any right or privilege granted to the CITY hereunder, shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. Section 16: Force Majeure. Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented by force majeure. Section 17: Standards Of Conduct. (a) NYHART warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for NYHART, to solicit or secure this Agreement and that NYHART has not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona __ _ _ 11IPage fide employee working solely for NYHART, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of making this Agreement. (b) If the CITY determines that any employee or representative of NYHART is not satisfactorily performing his or her assigned duties or is demonstrating improper conduct pursuant to any assignment or work performed under this Agreement, the CITY shall so notify NYHART, in writing. NYHART shall immediately remove such employee or representative of NYHART from such assignment. (c) NYHART hereby certifies (in this writing) that no undisclosed conflict of interest exists with respect to the Agreement, including, but not limited to, any conflicts that may be due to representation of other clients, customers or vendees, other contractual relationships of NYHART, or any interest in property that NYHART may have. NYHART further certifies that any conflict of interest that arises during the term of this Agreement shall be immediately disclosed in writing to the CITY. Violation of this Section shall be considered as justification for immediate termination of this Agreement. NYHART shall fully disclose design errors that may be discovered during the course of the work related to this Agreement. (d) NYHART shall not engage in any action that would create a conflict of interest for any CITY employee or other person during the course of performance of, or otherwise related to, this Agreement or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government. NYHART shall provide honest services to the CITY and shall not attempt to cause any CITY official or employee to act in a manner that is not consistent with the public interest. (e) The CITY will not intentionally award publicly- funded contracts to any contractor or consultant who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U.S.C. Section 1324a(e) Section 274A(e) of the Immigration and Nationally Act (INA)]. The CITY shall consider the employment by NYHART of unauthorized aliens, a violation of Section 274A (e) of the INA. Such violation by NYHART of the employment provisions contained in Section 274A (e) of the INA shall be grounds for immediate termination of this Agreement by the CITY. (f) NYHART shall comply with the requirements of the Americans with Disabilities Act (ADA), and any and all related Federal or State laws which prohibits discrimination by public and private entities on the basis of disability. 12 I Page (g) NYHART shall not discriminate on the grounds of race, color, religion, sex, or national origin in the performance of work under this Agreement or violate any laws pertaining to civil rights, equal protection, or discrimination. (h) If NYHART or an affiliate is placed on a discriminatory vendor list, such action may result in termination by the CITY. NYHART shall certify, upon request by the CITY that it is qualified to submit a bid under Section 287.134 (2) (c), Florida Statutes, relating to public entity crimes. (i) If NYHART or an affiliate is placed on the convicted vendor list following a conviction for a public entity crime, such action may result in termination by the CITY. NYHART shall certify, upon request by the CITY, that is qualified to submit a bid under Section 287.133(2)(a), Florida Statutes, relating to public entity crimes. (j) NYHART shall certify, upon request by the CITY, that NYHART maintains a drug free workplace policy in accordance with Section 287.0878, Florida Statutes. Failure to submit this certification may result in termination. (k) NYHART agrees to comply with Federal, State, and local environmental, health, and safety laws and regulations applicable to the services provided to the CITY. NYHART agrees that any program or initiative involving the work that could adversely affect any personnel involved, citizens, residents, users, neighbors or the surrounding environment will ensure compliance with any and all employment safety, environmental and health laws. (I) If applicable, in accordance with Section 216.347, Florida Statutes, NYHART shall not use funds provided by this Agreement for the purpose of lobbying the Legislature, the Judicial Branch, or State Agency. (m) NYHART shall not publish any documents or release information regarding this Agreement to the media without prior approval of the CITY. NYHART shall coordinate all publicity relative to the project with the CITY. (n) NYHART shall ensure that all services are provided to the CITY after NYHART has obtained, at its sole and exclusive expense, any and all permits, licenses, permissions, approvals or similar consents. (o) NYHART shall ensure that all taxes due from NYHART are paid in a timely and complete manner including, but not limited to, the CITY's local business tax. Section 18: Notices. (a) Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt 13 'Page requested, addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. (b) For the present, the parties designate the following as the representative places for giving of notice, to -wit: (1) For the CITY: City Manager 300 North Park Avenue Sanford, Florida 32771 With a copy to: Purchasing Manager 300 North Park Avenue Sanford, Florida 32771 (2) For NYHART: Randy Gomez 8415 Allison Pointe Boulevard Suite 300 Indianapolis, Indiana 46250 (c) Written notice requirements of this Agreement shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder. NYHART agrees not to claim any waiver by CITY of such notice requirements based upon CITY having actual knowledge, implied, verbal or constructive notice, lack of prejudice, or any other grounds as a substitute for the failure of NYHART to comply with the express written notice requirements herein. Computer notification (e -mails and message boards) shall not constitute proper written notice under the terms of the Agreement. Section 19: Designated Representatives. (a) The City Manager or the Designated Representative represents the CITY in all matters pertaining to and arising from the work and the performance of this Agreement. (b) The City Manager or the Designated Representative shall have the following responsibilities: 14 1 Page_ (1) Examination of all work and rendering, in writing, decisions indicating the CITY's approval or disapproval within a reasonable time so as not to materially delay the work of NYHART; (2) Transmission of instructions, receipt of information, and interpretation and definition of CITY's policies and decisions with respect to design, materials, and other matters pertinent to the work covered by this Agreement; (3) Giving prompt written notice to NYHART whenever the CITY knows of a defect or change necessary in the project; and (c) Until further written notice, the CITY's Designated Representative for this Agreement is: Ms. Cynthia Lindsay Finance Director Finance Department Post Office Box 1788 City of Sanford 300 North Park Avenue Sanford, Florida 32771 -1778 (d) Until further written notice, NYHART's Designated Representative for this Agreement is: Randy Gomez 8415 Allison Pointe Boulevard Suite 300 Indianapolis, Indiana 46250 Section 20: Notice To Proceed; Work Orders. (a) The provision of services to be performed under this Agreement may commence upon the issuance of a Notice to Proceed relating to the construction work or any similar authorization to commence work under the project or a Work Order issued by the CITY to NYHART relating to additional work. Each Work Order shall reference this agreement by title and date, include a detailed description of quantities, services, and a completion schedule, and shall be provided on NYHART letterhead. Services described in a Work Order shall commence upon the date established in the Work Order. (b) The services required to be performed by a Work Order shall clearly defined, the Work Order and shall be issued on a "Fixed Fee" basis. NYHART shall perform all services required by the Work Order but in no event shall _151Page... NYHART be paid more than the negotiated Fixed Fee amount stated therein. (c) NYHART agrees to adhere to the schedules established in the various Work Orders issued under this Agreement. (d) NYHART may invoice the amount due based on the percentage of total Work Order services actually performed and completed; but in no event shall the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed. Section 21: Change Orders. (a) The CITY may revise the Description of Services set forth in this Agreement or in any particular Work Order. (b) Revisions to this Agreement or any Work Order shall be authorized in writing by the CITY as a Change Order. Each Change Order shall include a schedule of completion for the services authorized. Change Orders shall identify this Agreement and the appropriate Work Order number. The Change Orders may contain additional instructions or provisions specific upon certain aspects of this Agreement pertinent to the services to be provided. Such supplemental instructions or provisions shall not be construed as a modification of this Agreement. An Agreement between the parties on and execution of any Change Order shall constitute a final settlement and a full accord and satisfaction of all matters relating to the change and to the impact of the change on unchanged goods and /or work, including all direct and indirect costs of whatever nature, and all adjustments to NYHART schedule. (c) If instructed by the CITY, NYHART shall change or revise work that has been performed, and if such work is not required as a result of error, omission or negligence of NYHART, NYHART may be entitled to additional compensation. NYHART must submit for CITY approval a revised proposal with a revised fee quotation. Additional compensation, if any, shall be agreed upon before commencement of any such additional work and shall be incorporated into the work by Change Order to the Work Order. Section 22: Compensation. (a) The CITY shall pay NYTHART the sum of $7,000.00 for the following initial actuarial services: data collection and analysis, preparation of a comprehensive annual report/actuarial valuation, and disclosures as required by GASB 45 services for the fiscal year ending September 30, 2013. (b) Payment for services set forth in the description of services set forth in the definitions to this Agreement and any and all expenses of NYHART relating 16 'Page to compensation to NYHART for the services performed on each Work Order shall be as set forth the Work Order /Change Order related to the Work for which payment is to be made. (c) The CITY shall not pay for reimbursable items such as gas, tolls, mileage, meals, etc., and other items not directly attritbutable to items produced for each Work Order. (d) Work performed by NYHART without written approval by the CITY's Designated Representative shall not be compensated. Any work performed by NYHART without approval by the CITY is performed at NYHART's own election. (e) In the event the CITY fails to provide compensation under the terms and conditions of this Agreement, NYHART shall notify the CITY's Designated Representative in order that the CITY may take remedial action. Section 23: Invoice Process. (a) Payments shall be made by the CITY to NYHART when requested as work progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. NYHART shall render to the CITY, at the close of each calendar month, an itemized invoice properly dated, describing all services rendered, the cost of the services, the name and address of NYHART, Work Order Number, Contract Number and all other information required by this Agreement. (b) Invoices which are in an acceptable form to the CITY and without disputable items will be processed for payment within thirty days of receipt by the CITY. (c) NYHART will be notified of any disputable items contained in invoices submitted by NYHART within fifteen days of receipt by the CITY with an explanation of the deficiencies. (d) The CITY and NYHART shall make every effort to resolve all disputable items contained in NYHART's invoices. (e) Each invoice shall reference this Agreement, the appropriate Work Order and Change Order if applicable, the billing period, and include a Project Status Report, in a form designated by the CITY, for the period being billed. (f) The Florida Prompt Payment Act shall apply when applicable. (g) Invoices are to be forwarded directly to: Finance Director _17 I Page City Of Sanford 300 North Park Avenue Sanford, Florida 32771 Section 24: Termination Of Agreement. (a) The CITY may terminate this Agreement or any Work Order for convenience at any time. (b) The CITY may also terminate this Agreement upon the CITY determining that any one or more of the following reasons exist: (1) If, in the CITY's opinion, adequate progress under this Agremeent or a Work Order is not being made by NYHART; or (2) If, in the CITY's opinion, the quality of the services provided by NYHART is /are not in conformance with commonly accepted professional standards, standards of the CITY, the requirements of Federal or State regulatory agencies, and NYHART has not corrected such deficiencies in a timely manner as reasonably determined by the CITY; or (3) NYHART or any employee or agent of NYHART is indicted or has a direct charge issued against him for any crime arising out of or in conjunction with any work that has been performed by NYHART or NYHART is not providing honest services to the CITY in any respect; or (4) NYHART becomes involved in either voluntary or involuntary bankruptcy proceedings, or makes an assignment for the benefit of creditors; or (5) NYHART violates the Standards of Conduct provisions herein or any provision of State or local law or any provision of the CITY's Code of Conduct. In the event of any of the causes described in this Section, the CITY's Designated Representative may send a certified letter requesting that NYHART show cause why the Agreement or any Work Order should not be terminated. If assurance satisfactory to the CITY of corrective measures to be made within a reasonable time is not given to the CITY within fourteen calendar days of the receipt of the letter, the CITY may consider NYHART to be in default, and may immediately terminate this Agreement or any Work Order in progress under this Agreement. 181Page (c) Agreement In the event that this A reement or a Work Order is terminated for cause and it is later determined that the cause does not exist, then this Agreement or the Work Order shall be deemed terminated for convenience by the CITY and the CITY shall have the right to so terminate this Agreement without any recourse by NYHART. Section 25: Termination By NYHART For Cause. (a) NYHART may terminate this Agreement if the CITY fails to pay NYHART in accordance with this Agreement. (b) In the event of either of the cause described in Subsection (a), NYHART shall send a certified letter requesting that the CITY show cause why the Agreement should not be terminated. If adequate assurances are not given to NYHART within fourteen calendar days of the receipt of said show cause notice, NYHART may consider the CITY to be in default, and may immediately terminate this Agreement. Section 26: Termination By The City Without Cause. (a) Notwithstanding any other provision of this Agreement, the CITY shall have the right at any time to terminate this Agreement in its entirely without cause, or terminate any specific Work Order without cause, if such termination is deemed by the CITY to be in the public interest, provided that thirty calendar days prior written notice is given to NYHART of the CITY's intent to terminate. (b) In the event that this Agreement is terminated, the CITY shall identify any specific Work Order(s) being terminated and the specific Work Order(s) to be continued to completion pursuant to the provisions of this Agreement. (c) This Agreement shall remain in full force and effect as to each /all authorized Work Order(s) that is /are to be continued to completion unless otherwise prescribed by the CITY. Section 27: Payment In The Event Of Termination. In the event this Agreement or any Work Order is terminated or canceled prior to final completion payment for the unpaid portion of the services provided by NYHART to the date of termination and any additional services shall be paid to NYHART. __ _ _ 19 I Page_ Section 28: Action Following Termination. Upon receipt of notice of termination, given by either party, the terminated party shall promptly discontinue the provision of all services, unless the notice provides otherwise. Section 29: Suspension. (a) The performance or provision of NYHART services under this Agreement or any Work Order under this Agreement may be suspended by the CITY at any time. (b) In the event the CITY suspends the performance or provision of NYHART's services hereunder, the CITY shall so notify NYHART in writing. Such suspension becoming effective upon the date stated in the notice. The CITY shall pay to NYHART within thirty days all compensation which has become due to and payable to NYHART to the effective date of such suspension. The CITY shall thereafter have no further obligation for payment to NYHART for the suspended provision of services unless and until the CITY's designated representative notifies NYHART in writing that the provision of the services of NYHART called for hereunder are to be resumed by NYHART. (c) Upon receipt of written notice from the CITY that NYHART's provision of services hereunder are to be resumed, NYHART shall continue to provide the services to the CITY. Section 30: Alternative Dispute Resolution (ADR). (a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties agree to exhaust any alternative dispute resolution procedures reasonably imposed by the CITY prior to filing suit or otherwise pursuing legal remedies. With regard to mediation, the CITY shall select the mediator to handle any proceeding that is designed to resolve a dispute prior to litigation and the parties shall equally share the costs of mediation. (b) NYHART agrees that it will file no suit or otherwise pursue legal remedies based on facts or evidentiary materials that were not presented for consideration to the CITY in alternative dispute resolution procedures or which NYHART had knowledge and failed to present during the CITY's procedures in any respect. (c) In the event that CITY procedures are exhausted and a suit is filed or legal remedies are otherwise pursued, the parties shall exercise best efforts to 20 _1 Pa g e resolve disputes through mediation after litigation has commenced. Mediator selection and the procedures to be employed in voluntary mediation shall be mutually acceptable to the parties. Costs of voluntary mediation shall be shared equally among the parties participating in the mediation. Section 31: Severability. (a) If any term, provision or condition contained in this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision, and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. (b) All provisions of this Agreement shall be read and applied in pari materia with all other provisions hereof. (c) Violation of this Agreement by NYHART is recognized by the parties to constitute irreparable harm to the CITY. Section 32: Controlling LawsNenue /Interpretation. (a) This Agreement is to be governed by the laws of the State of Florida and any and all Federal laws, rules and regulations applicable to the CITY's projects and programs. (b) Venue for any legal proceeding related to this Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida. (c) This Agreement is the result of bona fide arms length negotiations between the CITY and NYHART and all parties have contributed substantially and materially to the preparation of the Contract. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against any other party. Section 33: Indemnity. (a) To the fullest extent permitted by law, NYHART shall indemnify, hold harmless, and defend the CITY, its agents, servants, officers, officials, and employees, or any of them, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorneys fees and other legal costs such as those for paralegal, investigative, and legal support services, and the actual costs incurred for expert witness testimony arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused in whole or part by the 21 1 Page error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, erroneous design or misconduct of NYHART, its agents, servants, officers, officials, employees, or subcontractors. (b) In accordance with Section 725.06, Florida Statutes, adequate consideration has been provided to NYHART for this obligation, the receipt and sufficiency of which is hereby specifically acknowledged. (c) Nothing herein shall be deemed to affect the rights, privileges, and immunities of the CITY as set forth in Section 768.28, Florida Statutes. (d) In claims against any person or entity indemnified under this Section by an employee of NYHART or its agents or subcontractors or subconsultants, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for NYHART or its agents or subcontractors, under Workers Compensation acts, disability benefits acts, or other employee benefit acts. (e) The execution of this Agreement by NYHART shall obligate NYHART to comply with the indemnification provision in this Agreement; however, NYHART must also comply with the provisions of this Agreement relating to insurance coverages. (f). To the extent that services provided by NYHART to the CITY under this Agreement relate to the "planning, design, construction, administration, study, evaluation, consulting, or other professional and technical support services furnished in connection with any actual or proposed construction, improvement, alteration, repair, maintenance, operation, management, relocation, demolition, excavation, or other facility, land, air, water, or utility development or improvement," the indemnification set forth herein shall not apply and the limitation of liability set forth in Section 725.08, Florida Statutes, shall be applicable consistent, however, with all terms and conditions of this Agreement.. (g). In the event that NYHART is providing services as a "design professional ", the indemnification by NYHART running in favor of the CITY shall be to the maximum extent permissible under the provisions of Section 725.08, Florida Statutes. The parties acknowledge that NYHART provided design services relative to the project and work herein contemplated. Section 34: Insurance. (a) NYHART shall obtain or possess and continuously maintain the following insurance coverage, from a company or companies, with a Best Rating of A- __ 22 1 Page_ or better, authorized to do business in the State of Florida and in a form acceptable to the CITY and with only such terms and conditions as may be acceptable to the CITY: (1) Workers Compensation /Employer Liability: NYHART shall provide Worker Compensation insurance for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. Employers' Liability Insurance at limits not less than the following: $100,000 Each Accident $100,000 Disease Each Employee $500,000 Disease Aggregate (2) Comprehensive General Liability: NYHART shall provide coverage for all operations including, but not limited to, contractual, independent contractor, products and complete operations and personal injury with limits not less than the following: $1,000,000 Bodily Injury and Property Damage - each occurrence $1,000,000 Personal and Advertising Injury - each occurrence $2,000,000 General Aggregate $2,000,000 Products /Completed Operations Aggregates limit $5,000 Medical Payments $100,000 Fire Damage Legal Liability (3) Comprehensive Business Automobile Liability: NYHART shall provide complete coverage with a combined single limit of not less than $1,000,000 Bodily Injury and Property Damage in accordance with the laws of the State of Florida, as to the ownership, maintenance, and use of all owned, non - owned, leased or hired vehicles. (4) Other Required Insurance Coverage: Where unusual operations are necessary to complete the work, such as Longshoremen and Harbor Workers' Exposures, use of aircraft or watercraft, use of explosives, and any high risk circumstances. No aircraft, watercraft or explosives shall be used without the express advance written approval of the CITY which may, thereupon, required additional insurance coverages. (b) All insurance other than Workers Compensation and Professional Liability that must be maintained by NYHART shall specifically include the CITY as an additional insured. All insurance minimum coverages extend to any subcontractor, and NYHART shall be responsible for all subcontractors. (c) NYHART shall provide Certificates of Insurance to the CITY evidencing that all such insurance is in effect prior to the issuance of the first Work Order 23 'Page under this Agreement. These Certificates of Insurance shall become part of this Agreement. Neither approval by the CITY nor failure to disapprove the insurance furnished by a contractor or consultant shall relieve NYHART of NYHART's full responsibility for performance of any obligation including NYHART's indemnification of the CITY under this Agreement. If, during the period which an insurance company is providing the insurance coverage required by this Agreement, an insurance company shall: (1) lose its Certificate of Authority, (2) no longer comply with Section 440.57, Florida Statutes, or (3) fail to maintain the requisite Best's Rating and Financial Size Category, NYHART shall, as soon as NYHART has knowledge of any such circumstance, immediately notify the CITY and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as NYHART has replaced the unacceptable insurer with an insurance rating acceptable to the CITY, NYHART shall be deemed to be in default of this Agreement. (d) The insurance coverage shall contain a provision that requires that prior to any changes in the coverage, except increases in aggregate coverage, thirty days prior notice will be given to the CITY by submission of a new Certificate of Insurance. (e) NYHART shall provide Certificate of Insurance directly to the CITY's Designated Representative. The certificates shall clearly indicate that NYHART has obtained insurance of the type, amount, and classification required by this Agreement. (f) Nothing in this Agreement or any action relating to this Agreement shall be construed as the CITY waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes. (g) The CITY shall not be obligated or liable under the terms of this Agreement to any party other than NYHART. There are no third party beneficiaries to this Agreement that have any right against the CITY; provided, however, that the owners of vehicles towed hereunder are considered to be third -party beneficiaries in consideration of their forbearance in allowing their vehicles to be towed and are declared to have standing to enforce the provisions of this Agreement where the provisions inure to their benefit. It is further understood that such owner shall, upon prevailing, be entitled to recovery of reasonable costs, expenses, and attorney's fees. (h) NYHART is an independent contractor and not an agent, representative, or employee of the CITY. The CITY shall have no liability except as specifically provided in this Agreement. 24 1 P ag e a (i) All insurance shall be primary to, and not contribute with, any insurance or self- insurance maintained by the CITY. (j) All insurance requirements shall be effectual and run to the benefit of the CITY notwithstanding any statutory limitations relative to indemnification. Section 35: Equal Opportunity Employment/Non- Discrimination. NYHART agrees that it will not discriminate against any employee or applicant for g 9 employment for work under this Agreement because of race, color, religion, sex, age, national origin, or disability and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin, or disability. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or their forms or compensation; and selection for training, including apprenticeship. NYHART, moreover, shall comply with all the requirements as imposed by the Americans with Disability Act, the regulations of the Federal government issued thereunder, and any and all requirements of Federal or State law related thereto. Section 36: Access To Records /Audit/Public Records. (a) NYHART shall maintain books, records, documents, time and costs accounts, and other evidence directly related to its provision or performance of services under this Agreement. All time records and cost data shall be maintained in accordance with generally accepted accounting principles. (b) NYHART shall maintain and allow access to the records required under this Section for a minimum period of five years after the completion of the provision or performance services under this Agreement and date of final payment for said services, or date of termination of this Agreement. (c) The CITY reserves the right to unilaterally terminate this Agreement if NYHART refuses to allow public access to all documents, papers, letters, or other materials subject to provisions of Chapter 119, Florida Statutes, and other applicable law, and made or received by NYHART in conjunction, in any way, with this Agreement. (d) The CITY may perform, or cause to have performed, an audit of the records of NYHART before or after final payment to support final payment under any Work Order issued hereunder. This audit shall be performed at a time mutually agreeable to NYHART and the CITY subsequent to the close of the final fiscal period in which services are provided or performed. Total compensation to NYHART may be determined subsequent to an audit as provided for in this Section, and the total compensation so determined shall 25 I P ag e be used to calculate final payment to NYHART. Conduct of this audit shall not delay final payment as required by this Section. (e) In addition to the above, if Federal, State, County, or other entity funds are used for any services under this Agreement, the Comptroller General of the United States or the Chief Financial Officer of the State of Florida, or the County of Seminole, or any representative, shall have access to any books, documents, papers, and records of NYHART which are directly pertinent to services provided or performed under this Agreement for purposes of making audit, examination, excerpts, and transcriptions. (f) In the event of any audit or inspection conducted reveals any overpayment by the CITY under the terms of the Agreement, NYHART shall refund such overpayment to the CITY within thirty days of notice by the CITY of the request for the refund. (g) NYHART agrees to fully comply with all State laws relating to public records as determined by the CITY. (h) NYHART agrees that if any litigation, claim, or audit is started before the expiration of the record retention period established above, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken. Section 37: Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. Section 38: Exhibits. Each exhibit, if any, referred to and attached to this Agreement is an essential part of this Agreement. The exhibits, if any, and any amendments or revisions thereto, even if not physically attached hereto, shall be treated as if they are part of this Agreement. The CITY shall determine the contents of this Agreement relative to exhibits. The totality of CITY 11/12 -06 and NYHART's response thereto are essential elements and a material part of this Agreement. In the event of conflict between the provisions of an exhibit and this Agreement, the provisions of this Agreement shall prevail. In Witness Whereof, the parties hereto have made and executed this Agreement on the respective dates under each signature: the CITY through its City Commission taking official action and NYHART signing by and through its duly authorized corporate officer having the full and complete authority to execute same. SIGNATURE PAGE FOLLOWS 26 I Page 1 Attest: The Howard E. N hart Company Incorporated By: Tayt Odd Tho :Ir. Totten, FSA. EA Secretary President � /C.-/ Date: Attest: City Of Sanford &I COth , \ /l Ody- BY: W/ 1�� Janet Dougherty, City Clerk Jeff Triplett:': • Date: J�, - -, + 3 Approved as to form and leg / ..lity. ►l Ago0 illiam L. Colbert City tt: rney A,ON ,F 6\111N) 271Page nyhart Table of Contents • City of Sanford Page A. Transmittal Letter 1 C. References and Current Contracts 3 D. Experience and Qualifications 4 Statement of Qualifications 4 Project Staffing 5 Financial Strength 6 Actuarial Credentials 6 Resumes: David Harris 7 Randall Stanley 8 E. Proposed Services and Fees 9 Hourly Rates 10 F. Manner of Payment 11 Appendix 12 General Forms Proposal Submission Form Disputes Disclosure Form 435 -1 Audited Financial Statement 2009 and 2010 Drug -Free Work Place 435 -2 State of Indiana Certificate of Existence Florida Statutes On Public Entity Crimes 435 -3 Certification of Non - Segregated Facilities 435 -4 Copy of Insurance Certificates Conflict of Interest Statement 435 -5 Non - Collusion Affidavit of Offeror /Bidder 453 -6 Unauthorized (Illegal) Alien Workers 435 -7 Americans With Disabilities Act Affidavit 435 -8 Affidavit: Security and Public Safety 425 -9 Offeror's Qualification Statement 435 -10 Compliance With The Public Records Law 435 -11 Insurance Requirements nyhart City of Sanford March, 2012 Proposal for Pension Review Services RFP # 11/12 -06 A. Transmittal Letter Mr. F. William Smith Purchasing Manager City of Sanford 300 N. Park Avenue, Room 236 Sanford, FL 32772 Dear Mr. Smith: RE: PROPOSAL FOR PENSION REVIEW SERVICES — RFP # 11/12 -06 We are pleased to respond to the request for a proposal for pension review services. We can perform the services outlined in the RFP. We believe we have the right consultants, right tools, and the right experience to help the City attain its compliance requirements in a timely and cost efficient manner. Nyhart has been providing actuarial services since 1943 and we continue to invest in our business to ensure our clients are receiving the best guidance today and in the future. We have selected an experienced team to assist the City in this project. David Harris will be leading the project team with actuarial support from Randall Stanley, who is an experienced and credentialed actuary in our public employer practice, particularly in Florida. We know how to convey actuarial information in an easy -to- understand approach that allows our clients to make the best decisions for their plans and members. Here is our contact information: David D. Harris Randall L. Stanley david.harris@nyhart.com randall.stanley@nyhart.com 770 - 405 -0755 770 - 405 -0750 The benefits to the City of Sanford of selecting Nyhart for these actuarial services include the following: • The City will be working with a firm that has been in the actuarial profession for over 67 years. We have the expertise and background to provide the services needed. • An experienced team that has been involved in and /or lead numerous similar projects. We can draw upon years of experience dealing with all types of plans and stakeholders. • We know how to complete the right analysis with the right tools. Your team has extensive experience consulting on public retirement systems in the State of Florida in compliance with the Sunshine Law. We know how to effectively manage these projects to ensure they are a success. • We provide gain /loss analysis for our valuation clients that is unmatched by our competitors, providing detailed information on the causes of variance in their costs from demographic and economic assumptions. 1 IreLjhart City of Sanford March, 2012 Proposal for Pension Review Services RFP # 11/12-06 Mr. F. William Smith March 12, 2012 Page 2 • We offer reasonable fixed fees for the outlined services. Just as you do not like surprises related to your plan, you also do not want surprises related to the fees you pay to manage the plan. • As we work through the City's project, you are not only getting our best thoughts and experience from the team selected, but from all of Nyhart and its +200 municipal clients. Your Nyhart team has access to other experienced retirement consultants to test ideas, designs, etc. This ensures we are bringing the best ideas and thinking to the City. Please call us if you have any questions. Sincerely, Nyhart Thp s L. Totten, FSA, EA Chief Executive Officer /Imw 2 .0 L N iU T 0 1 N V m a, m ar as co I= C CU > > > > > > 0 a a a a a c a d m o 0 0 0 0 lA ¢ c d a a o_ a co > E ° > o co U a) o) CA o E __ $ o ui v 'O U 'O (mod _ c c ° a as 2 co o a ° as c W U = 2 0 ° c v C, co of c ° -o rn w P. E c ' m o o) c o a) Y 3 N Q E LL • CO r (- CO M in Z N N N cn [O 0) M Ln Ln 0 0 17 N in ✓ W c? (n in co CO co aD co O) O c0 co co C ((0 cp V M ( co O 0 ° v v ° v ° co co co 0)) a) >' E co V co m 0 co a u, 5 as c 0 O m > 0) U 2 Q > a as 0 iu a . c E c 0 cc 2 co Y J N O (NI a) CO '.- .w my �( M 03 (n LT_ > M co C M L N M C7 V = 17 a)N a) 03 -0 u_ N p >, Q LL 0 >N >N Or �f� > u- CO Q M QM a) as 'O V > ai N Tcs • < � ` J a) J °) a) co 0) (0 LL °) LL a m M ,J 0 2 0© U) _ o_ '0 2 O c W LL E c7 < co 3 Z° Oc ( A° Z (o m, fA —I Oc om '0; o� u) co 0 L ' C)) ° v0 co co vO 0 aa0o(i .> 3 O U CC U 00 UL U co c r E c a) c .— u) a) ° 2 E E O r O d E m m¢ 0 ( a i — O V 10 a ° a) c N C7 co m = 1- CV C Z o mm LL � U ¢ jj 4.... 4.... L m O t E 0 ro E O L E 0 LL O E O � ■ O O 7 Y O V a) O a) O O co N O fl W CC U >, o >, N > , Z' Z' o N> O is_ O) 5a a) LL 0/) (/) >, a 0 CL V nyl City of Sanford March, 2012 Proposal for Pension Review Services RFP # 11/12 -06 D. Experience and Qualifications The Nyhart Company is an actuarial, employee benefit, and administration firm, with corporate headquarters in Indianapolis since 1943 and satellite offices in Atlanta; Chicago; and Kansas City. We have 17 accredited actuaries, which ranks us in the top 20 actuarial firms in the U.S. We have over 500 clients in 48 states. Our clients' assets are approximately $8 billion, with $2 billion in Florida. The Nyhart Company has 84 employees, with 73 employees housed in our Indianapolis headquarters. The City's pension actuarial services will be provided out of our Atlanta office. The total number of professionals assigned to the City will be three actuaries. The key team members are David Harris as a Consulting Actuary / Account Manager and Randall Stanley as a Consulting Actuary. Statement of Qualifications Nyhart is currently serving as the GASB actuary for the City of Sanford. Nyhart currently serves more than 550 actuarial clients. We have extensive experience working with all types of pension and postretirement medical plans — public, church, single employer, multi - employer, and multiple employer plans. We work with clients in the manufacturing business, the education field, the religious sector, public municipalities, cooperatives, etc. We serve more than 350 pension plans. The average number of participants per plan is 778 and the average asset size per plan is $39.7 million. Nyhart has been providing actuarial services to public pension plans for over 30 years. We also work with over 200 municipalities helping them manage their postretirement medical (OPEB) plans. Some of our clients include: Name Service City of Sanford OPEB Sanford, FL Daytona Beach Police & Fire Pension Ormond Beach, FL Orlando Fire Fighters Pension Orlando, FL Ocala Firefighters Pension Ocala, FL City of Miami Fl PO Miami, FL Pension City of West Palm Beach OPEB West Palm Beach, FL 4 nyhart City of Sanford March, 2012 Proposal for Pension Review Services RFP # 11/12 -06 Name Service City of Decatur Pension / OPEB Decatur, GA City of Baton Rouge /Parish of East Baton Rouge Pension Baton Rouge, LA Town of Portsmouth OPEB Portsmouth, RI Rock Community Fire Protection District Pension MO Pattonville- Bridgeton Terrace Fire Protection District Pension MO Project Staffing The experience and qualifications for the City's actuarial team is shown below `z Y �'-; .a „:'` is y ** t FSA, FCA, EA, MAAA 30+ Years of Experience erience Randall Stanley Consulting Actuary S p David Harris Consulting Actuary / ASA, EA, MAAA 20+ Years of Experience Account Manager Randy Gomez Client Relationship FSA, EA, MAAA 25+ Years of Experience (OPEB) David Guy Actuarial Analyst Passed Three Exams Joined Firm in 2010 The team would be led by David Harris, who has 20+ years of experience. Randall Stanley has over 30 years of actuarial consulting experience and extensive knowledge of the applicable Florida Statutes and Federal Laws and Regulations. He is the lead consultant for all of the firm's current Florida pension clients and has provided consulting services to Florida municipal retirement systems for over 25 years. As the lead actuarial consultant, Mr. Harris would supervise and direct the delivery of all services and be the primary point of contact for the City. His responsibilities would include the final review of all deliverables, managing all projects to ensure accuracy and timeliness, and facilitating the internal and external meetings. Please refer to the resumes for more information on the key team members. 5 nyhart City of Sanford March, 2012 Proposal for Pension Review Services RFP # 11/12 -06 Financial Strength Nyhart is a long -term actuarial firm that is expanding in a challenging climate. We have grown organically and opened up additional offices in Kansas City and Atlanta. We expect to continue to grow across the United States, providing the highest level of actuarial services to our clients. We believe our financial management tools are superior to our competition and not normally seen in the public sector. We have been hiring the best talent produced by the universities and utilizing their skills to further enhance our offerings. Nyhart has had steady growth through the years. As proof of our financial health, please refer to the Appendix for a copy of our financial statement for 2009 and 2010. Please note, we consider this information confidential. Actuarial Credentials As requested, below are snapshots of the actuarial credentials for the senior team members assigned to the case. Randall L Stanley Personal Information Designations Randall L Stanley FSA 1976 Nyhart EA 1976 2000 Riveredge Parkway MAAA 1977 Suite 540 SOA Continuing Professional Development Atlanta, GA 30328 Requirement United d a, States Compliant(2009 -2010) Tel: (770) 933 -1933 Fax: (770) 933 -8918 Academic Degrees Email randy.stanley@nyhart.com M.A.S. - _ - Other Professional Designations II David D Harris Employment Type Consulting Actuary Personal Information Designations David D Harris ASA 1992 Primary Area of Practice Consulting Actuary EA 1996 Retirement Systems Nyhart MAAA 2000 Other Areas of Practice / Interests 2000 Riveredge Parkway Suite 540 SOA Continuing Professional Society of Actuaries Sections Atlanta, GA 30328 Development Requirement Health United States Compllant(2010 -2011) Pension Com p lia nt(2009 -2010) Tel: 1(770)405 -0755 Fax: 1(770)933 -8918 Academic Degrees Email: david.hardsnonvhart.com B.S. M.A.S. Other Professional Designations Employment Type Consulting Actuary Primary Area of Practice Retirement Systems Other Areas of Practice / Interests Society of Actuaries Sections Pension • 6 nyhart City of Sanford March, 2012 Proposal for Pension Review Services RFP # 11/12 -06 David Harris 2000 RiverEdge Parkway, Suite 540, Atlanta, GA 30328 Phone: 770 - 405 -0755 Fax: 770 - 933 -8918 E -Mail: david.harris@nyhart.com Work Experience 13 Years Nyhart • Consulting Actuary Towers Watson • Operations Manager Buck Consultants 8 Years Mercer • Associate Actuary KPMG Education • B.S. Mathematics Florida State University • M.A.S. Actuarial Science Georgia State University Accreditations Associate of the Society of Actuaries Member of the American Academy of Actuaries Enrolled Actuary Professional Society of Actuaries Organizations American Academy of Actuaries nyhart City of Sanford March, 2012 Proposal for Pension Review Services RFP # 11/12 -06 Randall Stanley 2000 RiverEdge Parkway, Suite 540, Atlanta, GA 30318 Phone: 770 - 405 -0750 Fax: 770 - 933 -8918 E -Mail: randall.stanley @nyhart.com Work Experience June, 2011 Nyhart Actuary • Leads the Southeastern Region for Nyhart 28 Years Stanley, Holcombe & Associates Consulting Actuary • Co- founded and ran his own actuarial firm 7 Years Alexander & Alexander (Aon) Actuary / Consultant Has extensive experience in all aspects of employee benefit plan consulting and has taught seminars on advanced pension topics. Is a national leader in public pension matters. Education • B.S. Mathematics University of North Carolina • M.A.S. Actuarial Science Georgia State University Accreditations Fellow of the Society of Actuaries Fellow of the Conference of Consulting Actuaries Member of the American Academy of Actuaries Enrolled Actuary Professional Society of Actuaries Organizations American Academy of Actuaries 8 nyhart City of Sanford March, 2012 Proposal for Pension Review Services RFP # 11/12 -06 E. Proposed Services and Fees Below we have separated proposed fees into (a) our understanding of the basic review requested by the City of Sanford and (b) two independent, additional services that can be added to the basic review with the associated cost for each. Review of Firefighters' Retirement System and Police Officers' Retirement System $17,000 • Evaluation of current retirement plans' provisions and actuarial assumptions • Review other potential cost savings, including, but not limited to, defined contribution plans and hybrid plans • Presentation to City Commissioners in a workshop session in the City of Sanford to address the following: D City's current plans and projected costs D Design recommendations D Projected savings D Implementation steps • Confer with City Commissioners, Board members, and Union representatives on ideas and comments • Will be completed within 60 days of receipt of membership data • Attend one meeting to present results and recommendations to the City Commissioners at a workshop held in the city of Sanford. If subsequent meetings or expanded scope of services are required, provide a separate additional cost, if any. Benchmarking $3,000 • Benchmarking of plan designs to other police and firefighter plans in close geographic proximity Projected Contribution Requirements $8,000 • Projection of estimated Actuarial Required City Contributions each year for ten years into the future using our Pension Financial Manager for both current and proposed alternative designs • Allows the use of "What if ?" scenarios on market and demographic assumptions 9 nyhart City of Sanford March, 2012 Proposal for Pension Review Services RFP # 11/12 -06 Hourly Rates Consulting Actuaries $250 per Hour Actuaries $200 per Hour Actuarial Analysts $150 per Hour Administrative Assistant $65 per Hour 10 nyI art City of Sanford March, 2012 Proposal for Pension Review Services RFP # 11/12 -06 F. Manner of Payment Our billing procedure is to bill once the job has been completed with the amount due upon presentation of 9P job P P P the invoice. We can work with the City of Sanford for the method that works best for them. We can bill monthly if that would work best for you. 11 nyhart City of Sanford March, 2012 Proposal for Pension Review Services RFP # 11/12 -06 Appendix General Forms Proposal Submission Form Disputes Disclosure Form 435 -1 Drug -Free Work Place 435 -2 Florida Statutes On Public Entity Crimes 435 -3 Certification of Non - Segregated Facilities 435 -4 Conflict of Interest Statement 435 -5 Non - Collusion Affidavit of Offeror /Bidder 453 -6 Unauthorized (Illegal) Alien Workers 435 -7 Americans With Disabilities Act Affidavit 435 -8 Affidavit: Security and Public Safety 425 -9 Offeror's Qualification Statement 435 -10 Compliance With The Public Records Law 435 -11 Insurance Requirements Confidential Information — Audited Financial tatement for 2009 and 2 1 S 009 0 0 State of Indiana Office of the Secretary of State Certificate of Existence Copy of Insurance Certificates 12 nyhart E O L , a) V SECTION 00410 PROPOSAL SUBMISSION FORM PART 1 GENERAL 1.01 Description The following Proposal, for (1) Merchant Services, RFP 11/12 -06 is hereby made to City of Sanford, Florida. This Proposal is submitted by (2) Tayt V. Odom The Nyhart Company, Inc. Actuary / Principal 8414 Allison Pointe Boulevard, Suite 300 tayt.odom @nyhart.com Indianapolis, IN 46250 317 - 845 -3500/ 800 -428 -7106 / 317 - 845 -3654 FAX (1) Name of Project as shown in the Solicitation (2) Name, address, email address and telephone number of Proposer 1.02 The Undersigned: A. Acknowledges receipt of: 1. Addenda: Number Dated Number Dated Number Dated Number Dated B. Has examined the work and all Submission Documents and understands that in submitting his /her proposal, he/she waives all right to plead any misunderstanding regarding the same. C. Agrees: 1. To hold this Proposal open for 90 calendar days after the opening date. 2. To enter into negotiations and execute a contract with the City, if awarded on the basis of this Proposal and subsequent negotiations, and to furnish required forms and insurance certificates in accordance with the Request for Proposals. 3. To accomplish the work in accordance with the Contract Documents, Disputes Disclosure Form 435 -1 Answer the following questions by answering "YES" or "NO ". If you answer "YES ", please explain in the space provided, please add a page(s) if additional space is needed. 1. Has your firm, or any of its officers, received a reprimand of any nature or been suspended by the Department of Professional Regulation or any other regulatory agency or professional association within the last five (5) years? No 2. Has your firm, or any member of your firm, been declared in default, terminated or removed from a contract or job related to the services your firm provides in the regular course of business within the last five (5) years? No 3. Has your firm had filed against it or filed any requests for equitable adjustment, contract claims or litigation in the past five (5) years that is related to the services your firm provides in the regular course of business? No If yes, the explanation must state the nature of the request for equitable adjustment, contract claim or litigation, a brief description of the case, the outcome or status of suit and the monetary amounts or extended contract time involved. I hereby certify that all statements made are true and agree and understand that any misstatement or misrepresentation or falsification of facts shall be cause for forfeiture of rights for further consideration of the project identified. The Nyhart Company, Inc. Firm March 7, 2012 A orized Signature Date Thomas L. Totten, FSA, EA / CEO Printed or Typed Name and Title FORM NO. DSPT 12.204 RFP 11/12 -06 PENSION REVIEW SERVICES Drug -Free Work Place 435 -2 The undersigned, in accordance with Florida Statute 287.087 hereby certifies that the company named below does: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are proposed a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, by any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section, The Nyha ,mpany, Inc. Firm March 7, 2012 A • orized Signature Date Thomas L. Totten, FSA, EA / CEO Printed or Typed Name and Title FORM NO. DFWP 14.204 RFP 11/12 -06 PENSION REVIEW SERVICES Florida Statutes On Public Entity Crimes 435 -3 THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 1. This swom statement is submitted to The City of Sanford by Thomas L. Totten, FSA, EA / CEO on behalf of The Nyhart Company, Inc. whose business address is: 8415 Allison Pointe Boulevard, Suite 300 Indianapolis, IN 46250 and (if applicable) its Federal Employer Identification Number (FEIN) is 35- 0966414 (If the entity has no FEIN, include the Social Security Number of the individual signing this statement: ). 2. I understand that a `public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services, any lease for real property, or any contract for the construction or repair of a public building or public work, involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. Y� 9 3. I understand the "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non -jury trial, or entry of a plea of guilt or nolo contendere. 4. I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes means: 1. A predecessor or successor of a person convicted of a public entity crime: or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate, The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes. means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this swom statement. (Please indicate which statement applies.) /X Neither the entity submitting this sworn statement, nor any of its officers, director, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity were charged with and convicted of a public entity crime after July 1, 1989. The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or any affiliate of the entity was charged with and convicted of a public entity crime after July 1, 1989. RFP 11/12 -06 PENSION REVIEW SERVICES Certification of Non - Segregated Facilities 435 -4 By affixing his signature to this form, the Bidder certifies that he does not maintain or provide for his employees any segregated facilities at any of his establishments, and that he does not permit his employees to perform their services at any location, under his control, where segregated facilities are maintained. The Bidder certifies further that he will not maintain or provide for his employees any segregated facilities at any location under his control where segregated facilities are maintained. The Bidder agrees that a breach of this certification will be a violation of the Equal Opportunity clause in any contract resulting from acceptance of this Bid. As used in this certification, the term "segregated facilities" means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, time clocks, locker rooms and other storage and dressing areas, parking lots, drinking fountains, recreation or entertainment area, transportation and housing facilities provided for employees which are segregated by explicit directive, or are in fact segregated on the basis of race, color, religious disability or national origin, because of habit, local custom, or otherwise. The Bidder agrees that (except where he has obtained identical certifications from proposed subcontractors for specific time periods) he will obtain identical certifications from proposed subcontractors prior to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity clause, and that he will retain such certifications in his files. The nondiscriminatory guidelines as promulgated in Section 202, Executive Order 11246, and as amended by Executive Order 11375 and as amended, relative to Equal Opportunity for all persons and implementations of rules and regulations prescribed by the United States Secretary of Labor are incorporated herein. NOTE: The penalty for making false statements in offers is prescribed in 18 U.S.O. 1001. Date: March 7, 20 By: ,/ Thomas L. Totten, FSA, EA / CEO Print Name Title - .., Official Address: 8415 Allison Pointe Boulevard, Suite 300 Indianapolis, IN 46250 FORM NO. SFAC 16.204 RFP 11/12-06 PENSION REVIEW SERVICES Conflict of Interest Statement 435 -5 1 Thomas L. Totten, FSA, EA / CEO The Nyhart Company, Inc. deposes and states that Name of Affiant Name of Company 2. The above named entity is submitting an Expression of Interest for the City of Sanford project identified below. 3. The Affiant has made diligent inquiry and provides the information contained in this Affidavit based upon his own knowledge. 4. The Affiant states that only one submittal for the above project is being submitted and that the above named entity has no financial interest in other entities submitting proposals for the same project. 5. Neither the Affiant nor the above named entity has directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive pricing in connection with the entity's submittal for the above project. This statement restricts the discussion of pricing data until the completion of negotiations and execution of the Agreement for this project. 6. Neither the entity nor its affiliates, nor any one associated with them, is presently suspended or otherwise ineligible from participating in contract lettings by any local, state, or federal agency. 7. Neither the entity, nor its affiliates, nor any one associated with them have any potential conflict of interest due to any other clients, contracts, or property interests for this project. 8. I certify that no member of the entity's ownership, management, or staff has a vested interest in any aspect of or Department of the City of Sanford. 9. I certify that no member of the entity's ownership or management is presently applying for an employee position or active) ..eeking an elected position with City of Sanford. 10. In the event that a confli o interest is identified in the provision of services, I, on behalf of the above named entity, will imm =: is -ly notify the Ci of Sanford in writing. March 7, 2012 Si! re o f A`1act Date Thomas L. Totten, FSA, EA Chief Executive Officer Typed o* Printed Name of Affiant Title State of Indiana County of Marion On this 7th day of March , 20 1 2 , before me, the undersigned Notary Public of the State of Indiana , personally appeared Thomas L. Totten, FSA. EA and (Name(s) of individuals who appeared before notary) whose name(s) is /are Subscribed to the within instrument, and he /she /they acknowledge that he /she /they executed it. WITNESS my hand and official seal NOTAR'PUBLIC, STATE 4.1 Indiana NOTARY PUBLIC SEAL OF OFFICE: Betty I. Rettig (Name of Notary Public: Print, Stamp, or Type as Commissioned.) .( Personally known to me, or Produced identification: (Type of Identification Produced) _ DID take an oath, or DID NOT take an oath. FORM NO, CFI 18.204 RFP 11/12 -06 PENSION REVIEW SERVICES Non - collusion Affidavit of Offeror /Bidder 435 -6 The undersigned, by signing this document hereby certifies that the company named below hereby is or does: 1. States that the entity named below and the individual signing this document has submitted the attached bid or proposal: 2. He is fully informed respecting the preparation and contents of the attached proposal and of all pertinent circumstances respecting such proposal; 3. Said bid or proposal is genuine and is not a collusive or sham bid or proposal; 4. Neither the said bidder or proposer nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, has in any way colluded, conspired, connived or agreed, directly or indirectly with any other bidder, proposer, firm or person to submit a collusive or sham bid or proposal in connection with the Contract for which the attached bid or proposal has been submitted or to refrain from bidding or proposing in connection with such Contract, or has in any manner, directly or indirectly, sought by agreement or collusion or communications or conference with any other bidder, proposer, firm or person to fix the price or prices in the attached bid or proposal or of any other bidder of proposer, or to fix any overhead, profit or cost element of the bid or proposal price or the bid or proposal price of any other bidder or proposer, or to secure through any collusion, conspiracy, connivance or unlawful agreement any advantage against the City of Sanford or any person interested in the proposed Contract. 5. The price or prices quot -: in the attached bid or proposal are fair and proper and are not tainted by any collusi• , onspiracy, connivance or unlawful agreement on the part of the bidder or proposer . a y of its agents, representatives, owners, employees, or parties in interest, including e ndividual '.ning this document. March 7, 2012 Sign. • re of Affiant Data Thomas L. Totten, FSA, EA Chief Executive Officer Typed or Printed Name of Affiant Title State of Indiana County of Marion On this 7th day of March 2012 before me, the undersigned Notary Pubic of the State of Indiana Personally appeared Thomas L. Totten, FSA, EA and (Name(s) of individuals who appeared before notary) whose name(s) is /are Subscribed to the within instrument, and he /she /they acknowledge that he /she /they executed it. WITNESS my hand and official seal. NOTAI' PUBLIC, STATE • Indiana NOTARY PUBLIC SEAL OF OFFICE Betty I. Rettig (Name of Notary Public: Print, Stamp, or Type as Commissioned.) X Personally known to me, or _ Produced identification (Type of Identification Produced) — DID take an oath, or DID NOT take an oath RFP 11/12 -06 PENSION REVIEW SERVICES FORM No. AC 5,908 Unauthorized (Illegal) Alien Workers 435 -7 The CITY will not intentionally award publicly- funded contracts to any contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U.S.C. Section 1324a(e) Section 274A(e) of the Immigration and Nationally Act (INA). The CITY shall consider the employment by the CONTRACTOR of unauthorized aliens, a violation of Section 274A(e) of the INA. Such violation by the CONTRACTOR of the employment provisions contained in Section 274A(e) of the INA shall be grounds for immediate termination of this Agreement by the CITY. 1. By executing this certification, the CONTRACTOR certifies that The Nyhart Company, Inc. (name of company) does not and will not during the performance of any contract resulting from the solicitation identified below employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and Control Act of 1986. 2. The Undersigned agrees to, upon request of the City, provide copies of Immigration Form 1- 9 for each person associated with the above named company who has been or is present at the designated jobsite associated with any work or project resulting from this solicitation. CONTRACTOR: T Nyhart Compan Inc. Signature: Printed Name: Thomas L. Totten, FSA, EA Title: Chief Executive Officer Date: March 7, 2012 Affix Corporate Seal STATE OF Indiana ) ) ss COUNTY OF Marion ) The foregoing instrument was acknowledged before me this 7th day of March 2012 , by Thomas L. Totten, FSA, EA of Chief Executive Officer firm), on behalf of the firm. He /She is personally known to me or has produced identification. • Print Name Be I. Rettig Notary Public in and for the County and State Aforementioned My commission expires: ,q)? i /420 % Form No. IM 0506.209 RFP 11/12 -06 PENSION REVIEW SERVICES Americans With Disabilities Act Affidavit 435 -8 By executing this Certification, the undersigned CONTRACTOR certifies that the information herein contained is true and correct and that none of the information supplied was for the purpose of defrauding the City of Sanford (CITY). the CONTRACTOR will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. The CONTRACTOR agrees to comply with the rules, regulations and relevant orders issued pursuant to the Americans with Disabilities Act (AFA), 42 USC s. 12101 et seq. It is understood that in no event shall the CITY be held liable for the actions or omissions of the CONTRACTOR or any other party or parties to the Agreement for failure to comply with the ADA. The CONTRACTOR agrees to hold harmless and indemnify the CITY, its agents, officers or employees from any and all claims, demands, debts, liabilities or causes of action of every kind or character, whether in law or equity, resulting from the CONTRACTOR's acts or omissions in connection with the ADA. CONTRACTOR: T Nyhart Company, Inc. Signature: Printed Name: Thomas L. Totten, FSA, EA Title: Chief Executive Officer Date: March 7, 2012 Affix Corporate Seal STATE OF Indiana ss COUNTY OF Marion ) The foregoing instrument was acknowledged before me this 7th day of March 20 12 , by Thomas L. Totten, FSA, EA of Chief Executive Officer firm), on behalf of the firm. He /She is personally known to me or has produced identification. Print Name o :tty I. Rettig Notary Public in and for the County and State Aforementioned My commission expires: /-3l Form No. AWD 0512.209 RFP 11/12 -06 PENSION REVIEW SERVICES • Affidavit: Security and Public Safety Requirernents, 00425 -9 Code of Sanford, Florida: The CONTRACTOR shall be responsible for the accepted standards, appearance, conduct, and safety of its employees, subcontractors, agents, and any other person caused by the CONTRACTOR to have access to any facility under the authority of the City. 1. The CONTRACTOR under any agreement with the City, shall require all personnel under its cognizance, at all times when performing work in the context of that agreement to wear identification badges which, at a minimum, provides the name of the employee and the CONTRAACTOR. 2. The CONTRACTOR shall, when so required, provide to the CITY a list of employees working on the project which includes a list of employee work days, times and assignments for each employee within forty -eight (48) hours of the request for such information. This information, when requested by the CITY, shall be provided prior to the employees of the CONTRACTOR entering the CITY's premises. 3. The CONTRACTOR shall comply with Section 2-67 of the Sanford City Code as it relates to security screenings of private contractors, subcontractors and employees of private contractors. The CONTRACTOR shall cause each person designated or found by the City to be functioning in a position and/or location critical to the security and /or public safety of the CITY to undergo the following inquiries and procedures conducted by the City of Sanford: a. Fingerprinting in accordance with the CITY's Procurement procedures, b. Submission of the fingerprints to the Florida Department of Law Enforcement for state criminal history evaluation, and c. Submission of the fingerprints to the Federal Bureau of Investigation for a national criminal history evaluation. Such confidential information shall be used by the CITY to determine a person's eligibility to function in such critical employment position(s) as described. Additionally, the CITY may request and the CONTRACTOR shall provide the name, address and social security number and licenses (driver's, commercial drivers license or CDL, or other operator's license) for employees of the CONTRACTOR that may work on the CITY'. premises in positions found by the City to be critical to the security and/or public safety of the CITY b,r reason of access to any publicly owned or operated facility. The CONTRACTOR shall release such i "ormation upon approval of the employees. If an employee refuses to authorize the release of thei : •ress, social security number and /or licenses they shall not be allowed to work or continue to work ' _ • - ..sitions. March 7, 2012 Sgnaiure of Afflant Date Thomas L. Totten, FSA, EA Chief Executive Officer The Nyhart Company, Inc. Typed or Printed Name of Af iart Title Name of Company State of Indiana County of Marion On this 7th day of March 2012 before me, the undersigned Notary Public of the State of Florida, personally appeared Thomas L. Totten, FSA, EA and ( Name(s) of individuals who appeared before notary) whose name(s) is /are Subscribed to the within instrument, and he /she /they acknowledge that he/she/they executed it WITNESS my hand and official seal. -? , NOTA 2 ( PUBLIC, STATEUhF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: Betty I. Rettig (Name of Notary Public: Print, Stamp, or Type as Commissioned.) RFP 11/12 -06 PENSION REVIEW SERVICES Offeror's Qualification Statement, 00435 -10 SUBMITTED BY: NAME: The Nyhart Company, Inc. CHECK ONE: _Individual _Partnership X Corporation _Other State the true, exact, correct and complete name of the company, partnership, corporation, trade or fictitious name under which you do business and the address of the place of business. The correct name of the Offeror is: The Howard E. Nyhart Company, Inc. dba Nyhart The address of the principal place of business is: 8415 Allison Pointe Boulevard, Suite 300 Indianapolis, IN 46250 2. If Offeror is a corporation, answer the following: a Date of Incorporation: September 30, 1955 b. State of Incorporation: Indiana c. President's Name: Thomas L. Totten d. Vice President's Name: e. Secretary's Name: Tayt V. Odom f. Treasurer's Name: Name and address g, a dd ess of Resident Agent: 3. If Offeror is an individual or a partnership, answer the following: a Date of Organization: b. Name, Address and. Ownership Units of all Partners: c. State whether general or limited partnership: 4. If Offeror Is other than an individual, corporation or partnership, describe the organization and give the name and address of principals: 5. If Offeror is operation under a fictitious name, submit evidence of compliance with the Florida Fictitious Name Statute. Information attached: X Yes NA RFP 11/12-06 PENSION REVIEW SERVICES than five percent (5 %) of the Offeror's business and indicate the percentage owned of each such business and/or individual: We are an ESOP company and, therefore, owned by our employees. 13. State the names, addresses and the type of business of all firms that are partially or wholly owned by the Offeror. 14. State the name of the Surety Company which will be providing the bond, and name and address of agent: 15. Bank References: 251 N. Illinois Street, Suite 1000 Fifth Third Bank (Barbara Tully) Indianapolis, IN 46204 (bank) (address) (bank) — (address) (bank) (address) THE INFORMATION INDICATED IN ITEM 16 IS NOT REQUESTED AT THIS TIME, HOWEVER, THE CITY RESERVES THE RIGHT TO REQUEST THIS INFORMATION. 16 Attach a financial statement including Offeror's latest balance sheet and income statement showing the following items:. a. Current Assets (e.g., cash, joint venture accounts, accounts receivable, notes receivable, accrued income, deposits, materials, real estate, stocks and bonds, equipment, furniture and fixtures, inventory and prepaid expenses). b. Net Fixed Assets c. Other Assets d. Current Liabilities (e.g., accounts payable, notes payable, accrued expenses, provision for income taxes, accrued salaries, real estate encumbrances and accrued payroll taxes) e. Other Liabilities (e.g., capital, capital stock, authorized and outstanding shares par values, earned surplus, and retained earnings) 435 -10.3 RFP 11112 -06 PENSION REVIEW SERVICES COMPLIANCE WITH THE PUBLIC RECORDS LAW, 435 -11 Upon award recommendation or ten (10) days after opening, submittals become "public records" and shalt be subject to public disclosure consistent with Chapter 119, Florida Statutes. Proposers/Bidders must invoke the exemptions to disclosure provided by law as applicable to the response to the solicitation, must identify the data or other materials to be protected, and must state the reasons why such exclusion from public disclosure is necessary. The submission of a proposal authorizes release of your firm's credit data to the City of Sanford. If the company submits information exempt from public disclosure, the company must identify with specificity which pages /paragraphs of their bid /proposal package are exempt from the Public Records Act, identifying the specific exemption section that applies to each. The protected information must be submitted to the City in a separate envelope marked accordingly. By submittng a response to this solicitation, the company agrees to defend, indemnify and hold the City harmless in the event w- are forced to litigate the public records status of the company's documents. z f f March 7, 2012 Signature of Af`len Date Tayt V. Odom, FSA, FCA, EA, MAAA Actuary / Principal Typed or Printed Name of Affiant Title State of Indiana County of Marion On this day of March , 2012 , before me, the undersigned Notary Public of the State of Indiana Jersonally appeared Tayt V. Odom, FSA, FCA, EA, MAAA and (Name(s) of individuals who appeared before notary) whose name(s) is /are Subscribed to the within instrument, and he /she /they acknowledge that he /she /they executed it. WITNESS my hand and official seal. , /n{ NOTAIR�' PUBLIC, STATE 4gF Indiana NOTARY PUBLIC SEAL OF OFFICE: Betty I. Rettig (Name of Notary Public: Print, Stamp, or Type as Commissioned.) X Personally known to me, or _ Produced identification (Type of Identification Produced) DID take an oath, or DID NOT take an oath RFP 11/12 -06 PENSION REVIEW SERVICES City of Sanford, Florida INSURANCE REQUIREMENTS OUTLINED BELOW APPLICABLE TO CONTRACTS FOR SERVICES WHEN THE CONTRACTOR PERFORMS ON OR OFF CITY PREMISES • SP- 11012: When contract cost not to exceed $25,000; not to exceed 30 days and no unusual hazards exist 1. Vendor, Contractor, bidder shall provide, to the City of Sanford "City,' prior to commencing any work, a Certificate of Insurance which verifies coverage in compliance with the requirements outlined below. Any work initiated without completion of this requirement shall be unauthorized and the City will not be responsible (Ref: items 17 and 18, standard terms and conditions included with City of Sanford Purchase Order). 2, The City reserves the right, as conditions warrant, to modify or increase insurance requirements outlined below as may be determined by the project, conditions and exposure. Outline of Requirements: UP TO VENDOR POLICY LIMITS, BUT COVERAGE REQUIRED WITH MINIMUM POLICY LIMITS OF: Workers' Compensation Employers Liability $ 500,000 *Certificates of exemption are not acceptable in lieu of workers Each Accident $ 500,0 Disease $ 500,00 4 compensation insurance Commercial General Liability shall include- Bodily injury liability, Property Damage liability; Personal Injury liability and $ 540 Per Occurrence Advertising injury liability Coverages shall include: Premises/ $ 500 General Aggregate Operations; Products/Completed Operations; Contractual liability; Independent Contractors, Explosion; Collapse; Underground Comprehensive Auto Liability, CSL, shall include "any auto" or shall include all of the following: owned, leased, hired, non - owned { $ 500,000 Combined Single Limit autos, and scheduled autos. $ 500 General Aggregate Certification: It is noted that the City has a contractual relationship with the named vendor, contractor or provider (collectively referred hereinafter as Contractor) applicable to a purchase order, work order, contract or other form of commitment by the City of Sanford, whether in writing or not and has no such contractual relationship with the Contractor's insurance carrier. Therefore, the onus is on the Contractor to insure that they have the insurance coverage specified by the City to meet all contractual obligations and expectations of the City. Further, as the Contractor's insurance coverage is a matter between the vendor and its insurance carrier, the City will turn to the Contractor for relief as a result of any damages or alleged damages for which the Contractor is responsible to indemnify and hold the City harmless, It is understood that the Contractor may satisfy relief to the City for such damages either directly or through its insurance coverage; exclusions by the insurance carrier not withstanding, the City will expect relief from the Contractor. • The insurance limits indicated above and otherwise referenced are minimum limits 1 of 2 Insurance Requirements nyhart a� E a) ca c c LL 0 @a o m r V G . ri - h t trz C ,> E ". 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W L m m L m 100 m 7 L V C O m ->0'5.5v5,0 Lm m -g mrz 10 7 o" > > -0,- -0,- >. LL Y�Y °— '.m04vL ▪ O O O m E C m 0 m U W 4 0 0 p L p O m C O T m O W W m L • flm r'C .;r 0 a=E c e o m ao 0 v�mmmmm� `1012 m z 2,.z-e. c E� m -- c U'- €E ® C »po o�mE cow= Z2 100 f�-o ORc'g.M —r ¢81°.U23 . ai m W $ 0 Z nyhart a) U c a) 4.+ W O a) as U 1I a) U STATE OF INDLANA OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF EXISTENCE To Whom These Presents Come, Greetings: 1, TODD ROKITA Secreta ry hereby of State of Indiana, do hereb y certify that I am, by virtue of the laws of the State of Indiana. the custodian of the corporate records, and proper official to execute this certificate. I further certify that records of this office disclose that THE HOWARD E NYHART COMPANY INCORPORATED duly filed the requisite documents to commence business activities under the laws of State of Indiana on September 30, 1955, and was in existence or authorized to transact business in the State of Indiana on October 13, 2009. I further certify this For -Profit Domestic Corporation has filed its most recent report required by Indiana law with the Secretary of State, or is not yet required to file such report, and that no notice of withdrawal, dissolution or expiration has been filed or taken place. ,►..• ' _ In Witness Whereof, I have hereunto set my hand • .•` t �� x ' '` and affixed the seal of the State of Indiana, at the Any " - city of Indianapolis, this Thirteenth Day of October, 2009. . _ c 4 ; `` •••• - • a43'W 4 •s *' .. ,...•• •• # TODD ROKITA, Secretary of State 1 816 194099A077 / 2009 10 1343747 State of Indiana Office of the Secretary of State CERT[F[CATE OF ASSUMED BLSENESS N. - \M[E or THE EIOW.ARD E :NYH:\RT COMPANY I\COR.'OR.ATEI) 1. TODD ROKIT.A. Secretary of State of Indiana. ilereb\.::erti[, that Certificate of a soil•: Business Name of the above For- Protit Domestic l.:orpo,Iarion hake been presented to meat inv office. accompanied by the Fees prescribed by la\w and that the documentarion presented cunt to law as prescribed by the provisions attic [ndiana Business Corporation Law Following said transaction the entity named above will be doing business under the assurnef business namet5) ot: THE iiiYF1AI?T COMPANY INC THE NYEI A RT COMPANY NYIIAR1' NOW. THEREFORE, with this document I certify that said transaction \\ . 'II I become effective Thursday, March 20, 2003. In Witness Whereof. I have caused to be S� \ afItxed my signature and the seal ofthe State of Indiana, at the City of Indianapolis. March 20, 2003. / j ! , .� � 7 i s \ ..;,,: .,:.;., . : „, 7 , ;, . ? K o .'.----' 01,4 1 e s J ar ' .t / / FODD ROK1T.1. 1�q. rx " .4.. 0 ' r ". " / SECRETARY OF ST: \TE � .., =.li d . v' ( » s 'l 10409Q , ,o - - _lilt- i)_ :? '_.;),3. State of Indiana Office of the Secretary of State CERTIFICATE OF ASSI \[ED BESINESS NAME of THE HOWARD E NYHAIZT COMPANY ENCOI2P()RATED I [ODD ROKITA. Secretary of State or Indiana. herch\, c.riR, that C eriiricai or -td Bur; Name or the ai,o\.,e For-Prot Doiricsm: Corporatior. aave ),:i:11 presciucil t,: orrice. i.tcompitnied by the fees prescribed by I ,ilw aryl that the documention drcscii:d! conforms to law as prescribed by the pro \,isions or thc Indiana Business Coil.. 1 HO \A' ill '.; said transaction the entity named abco c will he doln liu3 incss , ..I hiNiness nainds) of: AfIG INDEkNA ABC OF IN ALLIANCE BENEFIT GROUP OF IND' -1.NA ALLIANCE BENEFIT GROUP NVEIART HR NOW. TEIEF:EFORE, with this document { certify that said transaction will become en:cc tik..: • Wcdnescla■. Februarl, 2 2007. Ii Witness \\ nicrcof I hi.r.c CilltScfj r o, ------------------...,,,, 4, j ............. ,,,,,,, N ...------- ',, . . • • „ ‘, \ .. the Ciro v ...._. , - - ,..::. 0.1 7 / 7 aft ir,v sHiaturf: and the sea' ,.., state of Indiana. at \ f f,r1 I p iiinao!‘,..s. February 2 I. 2007 7 / 01 ...J: . , .,., ,...,, , A ' .. 7 \\ ..........„00. 6 ....... , < 4 .- -.1 -• . t''' Y' * : 1 V , \ i i i 101 :. fr . - i'-',.(•: 7. z ; I 4Y .;. ; -,..,:,-,:;, ..,..4:'' . ; . ..., ! , ,,, , t..7,■?:' '' 7 e*.'I. 4. .•, ;..nMriiiie, ..,...,- / [0 DH kOK1 f \ \'<, ic •.,,',?..,,:, ,!!,, 444 ,'",'W..,.-i'?,:' .." .wir ,,y ECRE [An 1)1 ST -\ I17 .,. .". *4 • ,/,, -•• , I a i 6 .,-.7 1 - \.,•i-- :,;( - :: , ::, 3 nyhart cn ca �� 0 L 0 U ca L