Milliman Inc 4/4/2019 - Laserfiche WebLink

CONTRACTOR CONSULTING SERVICES AGREEMENT This Agreement is entered into between Milliman, Inc. ("Milliman") and the City of Everett ("Client") as of March 14, 2019. Client has engaged Milliman to perform consulting services as described in the letter dated January 15, 2019. Such services may be modified from time to time and may also include general actuarial consulting services. These terms and conditions will apply to all subsequent engagements of Milliman by Client unless specifically disclaimed in writing by both parties prior to the beginning of the engagement. In consideration for Milliman agreeing to perform these services, Client agrees as follows. 1. BILLING TERMS. Client acknowledges the obligation to pay Milliman for services rendered,whether arising from Client's request or otherwise necessary as a result of this engagement, at Milliman's standard hourly billing rates for the personnel utilized plus all out-of-pocket expenses incurred. Milliman will bill Client periodically for services rendered and expenses incurred. All invoices are payable upon receipt. Milliman reserves the right to stop all work if any bill goes unpaid for 60 days. In the event of such termination, Milliman shall be entitled to collect the outstanding balance, as well as charges for all services and expenses incurred up to the date of termination. The actuarial fee for the January 1, 2019 actuarial valuation is $34,500. This includes fees for the actuarial valuation of the firefighters' pension fund, the police officers' relief and pension fund, and a retiree medical and long-term care valuation for LEOFF 1 employees. It also includes financial reporting disclosures for December 31, 2018. 2. TOOL DEVELOPMENT. Milliman shall retain all rights,title and interest(including,without limitation, all copyrights, patents, service marks, trademarks, trade secret and other intellectual property rights) in and to all technical or internal designs, methods, ideas, concepts, know-how, techniques, generic documents and templates that have been previously developed by Milliman or developed during the course of the provision of the Services provided such generic documents or templates do not contain any Client Confidential Information or proprietary data. Rights and ownership by Milliman of original technical designs, methods, ideas, concepts, know-how, and techniques shall not extend to or include all or any part of Client's proprietary data or Client Confidential Information.To the extent that Milliman may include in the materials any pre-existing Milliman proprietary information or other protected Milliman materials, Milliman agrees that Client shall be deemed to have a fully paid up license to make copies of the Milliman owned materials as part of this engagement for its internal business purposes and provided that such materials cannot be modified or distributed outside the Client without the written permission of Milliman or except as otherwise permitted hereunder. 3. LIMITATION OF LIABILITY. Milliman will perform all services in accordance with applicable professional standards. In the event of any claim arising from services provided by Milliman at any time, the total liability of Milliman, its officers, directors, agents and employees to Client shall not exceed five million dollars($5,000,000).This limit applies regardless of the theory of law under which a claim is brought, including negligence, tort, contract, or otherwise. In no event shall Milliman be liable for lost profits of Client or any other type of incidental or consequential damages. The foregoing limitations shall not apply in the event of the intentional fraud or willful misconduct of Milliman. 4. DISPUTES. If any dispute occurs between the parties, they shall attempt in good faith to resolve the dispute through negotiations between senior level executives of each party who possess decision making authority. If such negotiations fail after a good-faith effort has occurred, only then may a party institute litigation. The parties agree that any litigation will be filed and conducted in the Washington State courts located in Snohomish County, Washington and, subject to the next `Milliman