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CONSULTING SERVICES AGREEMENT
<br /> This Agreement is entered into between Milliman, Inc. ("Milliman") and the City of Everett ("Client") as of
<br /> March 16, 2017. Client has engaged Milliman to perform consulting services as described in the letter dated
<br /> March 8, 2017 and attached hereto. Such services may be modified from time to time and may also include
<br /> general actuarial consulting services. These terms and conditions will apply to all subsequent engagements
<br /> of Milliman by Client unless specifically disclaimed in writing by both parties prior to the beginning of the
<br /> engagement. In consideration for Milliman agreeing to perform these services, Client agrees as follows.
<br /> 1. BILLING TERMS. Client acknowledges the obligation to pay Milliman for services rendered,whether
<br /> arising from Client's request or otherwise necessary as a result of this engagement, at Milliman's
<br /> standard hourly billing rates for the personnel utilized plus all out-of-pocket expenses incurred.
<br /> Milliman will bill Client periodically for services rendered and expenses incurred. All invoices are
<br /> payable upon receipt. Milliman reserves the right to stop all work if any bill goes unpaid for 60 days.
<br /> In the event of such termination, Milliman shall be entitled to collect the outstanding balance, as well
<br /> as charges for all services and expenses incurred up to the date of termination.
<br /> The actuarial fee for the January 1, 2017 actuarial valuation is $32,500. This includes fees for the
<br /> actuarial valuation of the firefighters' pension fund, the police officers' relief and pension fund, and a
<br /> retiree medical and long-term care valuation for LEOFF 1 employees.
<br /> 2. TOOL DEVELOPMENT. Milliman shall retain all rights, title and interest(including,without limitation,
<br /> all copyrights, patents, service marks, trademarks, trade secret and other intellectual property rights)
<br /> in and to all technical or internal designs, methods, ideas, concepts, know-how, techniques, generic
<br /> documents and templates that have been previously developed by Milliman or developed during the
<br /> course of the provision of the Services provided such generic documents or templates do not contain
<br /> any Client Confidential Information or proprietary data. Rights and ownership by Milliman of original
<br /> technical designs, methods, ideas, concepts, know-how, and techniques shall not extend to or
<br /> include all or any part of Client's proprietary data or Client Confidential Information. To the extent that
<br /> Milliman may include in the materials any pre-existing Milliman proprietary information or other
<br /> protected Milliman materials, Milliman agrees that Client shall be deemed to have a fully paid up
<br /> license to make copies of the Milliman owned materials as part of this engagement for its internal
<br /> business purposes and provided that such materials cannot be modified or distributed outside the
<br /> Client without the written permission of Milliman or except as otherwise permitted hereunder.
<br /> 3. LIMITATION OF LIABILITY. Milliman will perform all services in accordance with applicable
<br /> professional standards. In the event of any claim arising from services provided by Milliman at any
<br /> time, the total liability of Milliman, its officers, directors, agents and employees to Client shall not
<br /> exceed five million dollars($5,000,000).This limit applies regardless of the theory of law under which
<br /> a claim is brought, including negligence, tort, contract, or otherwise. In no event shall Milliman be
<br /> liable for lost profits of Client or any other type of incidental or consequential damages. The foregoing
<br /> limitations shall not apply in the event of the intentional fraud or willful misconduct of Milliman.
<br /> 4. DISPUTES. If any dispute occurs between the parties, they shall attempt in good faith to resolve the
<br /> dispute through negotiations between senior level executives of each party who possess decision
<br /> making authority. If such negotiations fail after a good-faith effort has occurred, only then may a
<br /> party institute litigation. The parties agree that any litigation will be filed and conducted in the
<br /> Washington State courts located in Snohomish County, Washington and, subject to the next
<br /> sentence, all parties consent to the exclusive venue and the personal jurisdiction of such courts. Both
<br /> parties, as sophisticated entities, each represented by counsel and on the belief that it is enforceable
<br /> 2017 Data Request Letter.docx-8 Milliman
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