Milliman Inc. 2/8/2021 - Laserfiche WebLink

CITY OF EVERETT PROFESSIONAL SERVICES AGREEMENT EVERETT THIS AGREEMENT made and entered into on this 29th day of January,2021,by and between the CITY OF EVERETT,a municipal corporation under the laws of the State of Washington,hereinafter referred to as the "City," and Milliman,Inc.,whose address 1301 5th Avenue, Suite 3800, Seattle, WA 98101,hereinafter referred to as the"Service Provider." WHEREAS,the City desires to engage Service Provider to perform full actuarial valuations of the City's LEOFF 1 police and fire pension funds, including the 2020 and 2021 financial reporting disclosures for the City of Everett;and WHEREAS, Service Provider represented, and by entering into this Agreement now represents,that it is fully qualified to perform the work to be performed hereunder in a competent and professional manner; NOW,THEREFORE,the parties herein do mutually agree as follows: 1. Engagement of Service Provider. In a competent and professional manner, Service Provider shall provide the following services(hereafter referred to as"Work"): full actuarial valuations of the City's LEOFF 1 police and fire pension funds as of January 1, 2021, including the 2020 financial reporting disclosures and the 2021 financial reporting disclosures as of December 31, 2021. Without a written directive of an authorized representative of the City, Service Provider shall not perform any services that are in addition to,or beyond the scope of,the Work between the City and Service Provider. If Service Provider's proposal is attached as an exhibit,and if such proposal contains or incorporates any conditions or terms in addition to or different from the terms of this Agreement,then Service Provider expressly agrees that such conditions or terms are neither incorporated nor included into this Agreement between the City and Service Provider. 2. Intellectual Property Rights and Distribution. Unless otherwise expressly agreed in writing, all intellectual property rights in works created pursuant to this Agreement as specifically required in connection with the Work,or for the City of Everett,belong to the City of Everett. Service Provider retains any intellectual property rights in works created by Service Provider prior to engagement,or not for its performance of this Agreement. Service Provider expressly represents and warrants that the Work shall be original and shall not infringe on another's copyright,or rights in trade or service marks. Service Provider agrees to defend and indemnify City from any and all third party claims and damages alleging that the Work created hereunder infringes the intellectual property rights of a third party. Except as provided herein, Service Provider's work is prepared solely for the internal business use of the City. Service Provider does not intend to benefit or create a legal duty to any third party recipient of its work product, and Service Provider may include a legend on its reports so stating. City agrees not to remove any such disclaimer language from Service Provider's work. To the extent that Service Provider's work is not subject to disclosure under applicable public records laws, Service Provider's work may not be provided to third parties without Service Provider's prior written consent. Service Provider hereby grants such written consent for its work product as follows: (a)the City may provide a copy of Service Provider's work, in its entirety,to the City's professional service advisors who are subject to a duty of confidentiality and who agree to not use Service Provider's work for any purpose other than to benefit the City;(b)the City may provide a copy of Service Provider's work,in its entirety,to other governmental entities, as required by law; and(c)the City may incorporate figures from the Service Provider's work into a different writing or report(e.g,.a comprehensive annual financial report)and then disclose and distribute such writing or report to third parties(but any summarizing of elements from the Service Page 1 Milliman PSA 2021