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HomeMy WebLinkAboutOCSD 17-01RESOLUTION NO. OCSD 17-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT AUTHORIZING THE GENERAL MANAGER TO ENTER INTO A MEMORANDUM OF UNDERSTANDING WITH THE ORANGE COUNTY EMPLOYEES' RETIREMENT SYSTEM ESTABLISHING THE TERMS TO RECOGNIZE AND APPLY THE DISTRICT'S FULL SATISFACTION OF ITS UNFUNDED ACCRUED ACTUARIAL LIABILITY AND DEFERRED UNFUNDED ACCRUED ACTUARIAL LIABILITY. WHEREAS, as a participating employer in the Orange County Employees' Retirement System ("OCERS"), the Orange County Sanitation District ("District") contributes to OCERS on an annual basis such contributions as OCERS determines are due and payable to OCERS from the District, as an employer, to help fund the retirement and other benefits due to District employees and their beneficiaries; and WHEREAS, the District's annual contributions as determined by OCERS are currently calculated as a percentage of pensionable payroll that includes both a normal contribution rate ("Normal Cost") and a rate that reflects the amortization of an unfunded accrued actuarial liability ("UAAL") attributable to the District, pursuant to Government Code sections 31453 and 31453.5; and WHEREAS, as of November 1, 2016, the total UAAL attributable to the District was $5,587,004; and WHEREAS, as of November 1, 2016, an additional UAAL attributable to the District on the books of OCERS totaled $33,529, 106 ("Deferred UAAL"), which amount has been deferred and is projected to be due and payable by the District in amortizing installments commencing July 1, 2018; and WHEREAS, the amortizing installments of District's Deferred UAAL in any future year may be more or less than the total UAAL attributable to the District in such future year ("Actual UAAL"); and WHEREAS, on or about November 1, 2016, the District contributed the sum of $39, 116, 110 to OCERS in full satisfaction of its UAAL and Deferred UAAL; and WHEREAS, the District and OCERS wish to enter into a Memorandum of Understanding ("MOU") to set forth the terms and conditions under which OCERS shall recognize and apply the District's Contribution. 1215205.1 OCSD 17-01-1 NOW, THEREFORE, the Board of Directors of Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER: Section 1 : The above recitals are true and correct and are incorporated herein by reference . Section 2: That the General Manager, or his designee, be, and is hereby, authorized and directed to enter into a Memorandum of Understanding to set forth the terms and conditions under which OCERS shall recognize and apply the District's contribution of contribution of $39, 116, 110 to OCERS in full satisfaction of its UAAL and Deferred UAAL. Section 3: The Clerk of the Board shall certify to the adoption of this Resolution. PASSED AND ADOPTED at a regular meeting of the Board of Directors held January 25, 2017. ATIEST: APPROVED AS TO FORM: General Counsel Orange County Sanitation District 12 152 05.1 OCSD 17-01 -2 STATE OF CALIFORNIA ) ) SS COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 17-01 was passed and adopted at a regular meeting of said Board on the 25th day of January 2017, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: Barnes; Beard (Alternate); Berry (Alternate); Bernstein; Blazey (Alternate); Collacott; Massa-Lavitt (Alternate); Delgleize; Ferryman; B. Jones (Alternate); Kim; Krippner; R. Murphy; Peotter; Sebourn; Shawver; F. Smith; T. Smith; Steel; Tinajero; Wagner; Wanke; Withers; and Yarc None None Nagel and Parker IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 25th day of January 2017. 12 1520 5.1 re e Board of Directors aunty Sanitation District OCSD 17-01 -3 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("MOU") is entered into effective the 1st day of November, 2016, by and between the Orange County Employees' Retirement System ("OCERS") and the Orange County Sanitation District ("District"), by and through the parties' respective governing bodies. WHEREAS, OCERS is a multiple employer trust fund that provides retirement, disability and other benefits to the active, deferred and retired employees of the County of Orange, the District and other participating employers , and their beneficiaries ; and WHEREAS, The Board of Retirement of OCERS has the sole, exclusive and plenary constitutional and statutory authority to administer the retirement system and invest the funds of the system for the benefit of its members and their beneficiaries; and WHEREAS, as a participating employer in OCERS , District contributes to OCERS on an annual basis such contributions as OCERS determines are due and payable to OCERS from District, as an employer, to help fund the benefits referred to above ; and WHEREAS, District's annual contributions as determined by OCERS currently are calculated as a percentage of pensionable payroll that includes both a normal contribution rate ("Normal Cost") and a rate that reflects the amortization of an unfunded accrued actuarial liability attributable to District, pursuant to Government Code sections 31453 and 31453.5; and WHEREAS, as of November 1, 2016 , the total unfunded accrued actuarial liability attributable to the District ("UAAL") was $5 ,587 ,004 ; and WHEREAS , as of November 1, 2016, an additional unfunded accrued actuarial liability attributable to District on the books of OCERS totaled $33,529 , 106 ("Deferred UAAL"), which amount has been deferred and is projected to be due and payable by the District in amortizing installments commencing July 1, 2018 ; and WHEREAS, the amortizing installments of District's Deferred UAAL in any future year may be more or less than the total unfunded accrued actuarial liability attributable to the District in such future year ("Actual UAAL"); and WHEREAS , on or about November 1, 2016 , the District contributed the sum of $39, 116 , 110 to OCERS in full satisfaction of its UAAL and Deferred UAAL ("Contribution "); and WHEREAS, the District and OCERS wish to enter into this MOU to set forth the terms and conditions under which the OCERS shall recognize and apply District's Contribution ; and WHEREAS , each of the governing bodies of OCERS and District has duly adopted a resolution formally accepting the terms and conditions of this MOU and authorizing its executive officer to execute this MOU on its behalf. Copies of such resolutions are attached hereto and made a part hereof by this reference. NOW THEREFORE OCERS and the District agree as follows: 1. Crediting of UAAL Portion of Contribution. OCERS agrees to credit $5,269,445 of the Contribution towards the District's UAAL as of December 31 , 2015, due and payable by District to OCERS as part of its total contribution for the period July 1, 2017 through and including June 30, 2018 . OCERS further agrees to credit $317,559 of the Contribution towards the District's UAAL as of December 31 , 2016 , due and payable by District to OCERS as part of its total contribution for the period July 1, 2018 through and including June 30, 2019. No portion of the Contribution shall be credited towards the Normal Cost portion of the District's employer contribution fo r such periods. OCERS shall further recognize the above credits in all financial statements and other reports prepared in accordance with generally accepted accounting principles and as required by the Government Accounting Standards Board . Upon being credited , these amounts shall be considered as "valuation assets " to be counted against the liabilities of the District in calculating its share of future unfunded accrued actuarial liabilities. 2 . Crediting of Deferred UAAL Portion of Contribution . A. Effective November 1, 2016 , OCERS shall establish a reserve account on its books and records ("OCSD Reserve Account") and shall credit the portion of the Contribution that represents payment of the District's Deferred UAAL, in the amount of $33 ,529 , 106 , to the OCSD Reserve Account. B. Commencing as of December 31 , 2016 and annually thereafter until there is no remaining balance of funds in the OCSD Reserve Account , OCERS shall transfer from the OCSD Reserve Account into OCERS ' Employer Reserve Account the amount necessary to satisfy the Actual UAAL attributed to the District, as determined by OCERS pursuant to Government Code sections 31453 and 31453 .5. The intent of this transfer is to ensure tha t the District's future annual employer contribut ion obligation to OCERS shall consist of either the Normal Cost portion only , or the Normal Cost and amortizing installments of only such amount of future Actual UAAL that exceeds the amount of funds remaining in the OCSD Reserve Account. C. The amounts in the OCSD Reserve Account from time to time shall not be considered "valuation assets " on OCERS ' books and records . Such amounts shall not be counted in calculating the District 's share of future Actual UAAL , but shall be held and transferred only as described in Par . 2.8. above . -2 - D. OCERS shall not credit any amount of the OCSD Reserve Account to the District's Normal Cost portion of its annual employer contribution at any time. The District shall remain responsible for making its full Normal Cost contributions to OCERS as determined from time to time. 3. Commingling of Funds. Upon crediting by OCERS, all amounts of the Contribution shall be commingled with all other funds and assets of the OCERS' trust fund, to be administered, invested and disbursed within the sole, exclusive and plenary authority of the OCERS' Board of Retirement, as provided by law. None of the Contribution shall remain property of the District, nor shall any such funds be disbursed to or on behalf of the District for any purpose other than the payment of benefits to OCERS' members and administrative and investment expenses of the retirement system. 4. Crediting of Interest. OCERS shall credit (or debit) interest to the OCSD Reserve Account at the actual annual rate of return (or loss) experienced by OCERS' entire trust fund on a calendar year basis. Interest crediting (or debiting) for the calendar year shall occur on or before March 31 of each subsequent year, on the balance in the OCSD Reserve Account as of December 31 of the immediately preceding year. 5 . OCERS' Sole Right to Determine Contributions and Appropriations . Notwithstanding any provision in this MOU to the contrary, the parties acknowledge and agree that OCERS has the sole, exclusive and plenary authority to determine employer and employee contribution rates and appropriation amounts; that OCERS may change, amend or otherwise alter its practices and policies regarding the setting of contribution rates and amounts of appropriations to be made by its participating employers, including but not limited to District; and that District is obligated to make the contributions and appropriations required by OCERS, all as provided by law. 6. Additional Provisions. A. This MOU shall be governed by and interpreted under the laws of the State of California applicable to contracts made and to be performed entirely within the State. B. This MOU sets forth the entire agreement between OCERS and District with regard to the subject matter herein, and fully supersedes any and all prior agreements and understandings between them pertaining to the subject matter of this MOU. The parties agree that no change to or modification of this MOU shall be valid or binding unless it is in writing and signed by an authorized signatory for each of the parties. C. The language of all parts in this MOU shall be construed as a whole, according to its fair meaning, and not strictly for or against either party. Should any provision in this MOU be declared or determined to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected and the illegal or invalid part, term , or provision shall be deemed not to be part of this MOU, and all remaining provisions shall remain valid and enforceable . The parties further -3 - agree that in the event any prov1s1on of this MOU is held to be illegal or unenforceable , each will fully cooperate with the other to effectuate its purpose to conform the provision(s) to law. D. This MOU is deemed to have been drafted jointly by the parties. Any uncertainty or ambiguity shall not be construed for or against any party, since both parties have participated in the negotiations and drafting of this MOU. E. This MOU may be executed in one or more counterparts , each of which shall be deemed an original , but all of which together shall constitute one and the same instrument. Furthermore , signatures delivered via electronic transmission shall have the same force , validity and effect as the originals thereof. F. Should any dispute arise between the parties as to their respective rights and obligations under this MOU , the parties will make a good faith effort to resolve their differences informally and without resort to legal process . Should any such dispute remain unresolved after 90 days after one party notifies the other party in writing of the dispute (unless shortened or extended by mutual agreement of the parties), either party may commence legal action as provided by law to resolve the matter. In any such legal action , the prevailing party shall be entitled to an award of its reasonable attorney's fees and costs of suit. 7 . Term . This agreement shall terminate and be of no further force or effect at such time as there is no remaining balance in the OCSD Reserve Account. WITNESS THE EXECUTION HEREOF on the day and year first hereinabove written . ORANGE COUNTY SANITATION DISTRICT By /J~~ Authorized Signatory Name : James D. Herberg Title : General Manager Dated : January 25. 2017 ORANGE COUNTY EMPLOYEES' RETIREMENT SYSTEM By ~~ Author i z~atory Name:~~-<3~~~~~~.J>-~~v~~~N~c ~1~­ Title : U o Dated: - 4 -