HomeMy WebLinkAboutFRA Actuarial Study Contract AGREEMENT FOR CONSULTINGVIA
This Agreement for Consulting Services ("Agreement") is entered into and dated
October 26, 2015 by and between Hildi Inc.with offices located at 11300 Singletree Lane,
Suite 305, Minneapolis, MN 55344 (hereinafter referred to as the "Consultant") and the
City of Lake Elmo with offices located at 3600 Laverne Avenue North, Lake Elmo,
Minnesota 55042 (hereinafter referred to as the "Company"). Company and Consultant
are jointly referred to as the "parties."
IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, AND
FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF
WHICH IS HEREBY ACCEPTED, THE PARTIES MUTUALLY AGREE AS FOLLOWS.
1. Description of Services. Consultant will perform certain services for Company
upon terms and conditions specified herein and as such services are more
particularly described in Exhibit(s), which are attached hereto and incorporated by
this reference.
2. Prices and Pavment. Company agrees to pay Consultant the fees set forth in the
applicable Exhibit(s). Consultant anticipates invoicing the Company monthly for
services provided. Payment will be due in full within fifteen (15) days of receipt of
Consultant's invoice. Company agrees to pay interest on all overdue amounts at
a rate of twelve percent (12%) per annum or the rate allowed by law, which ever
is less, plus costs of collection, court costs, and reasonable attorney fees on all
such amounts.
3. Travel Expenses. Company agrees to reimburse Consultant for its reasonable and
necessary out-of-pocket lodging, transportation, and food incurred at the
Company's request. Consultant agrees to provide reasonable expense
documentation. Whenever possible, Consultant agrees to take advantage of travel
discounts. All air travel by Consultant shall be on major national or regional
airlines, and Consultant and its representatives may keep their frequent flier miles
earned for their personal usage.
4. Ownership of Work Product. Ownership of, and all rights in, the work product
which is the subject matter of this Agreement (the "Work"), including trademarks,
patents and copyrights applicable to same, shall belong exclusively to Company.
The parties expressly agree to consider as a "work made for hire" any Work
ordered or commissioned by the Company which qualifies as such under the
United States copyright laws. To the extent that the Work cannot be a "work made
for hire"or where necessary for any other reason, Consultant will provide Company
with all such assignments of rights, covenants and other assistance which may be
required for Company, through trademark, patent or copyright applications or
otherwise, to obtain the full benefit of the rights provided for herein. If the Work
contains materials previously developed or copyrighted by Consultant or others,
Consultant grants and agrees to grant to Company, or obtain for Company, an
unrestricted, royalty-free license to use and copy such materials. Any license so
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granted or obtained shall include the right for Company to grant an unrestricted,
royalty-free license to any affiliate of Company. Consultant is allowed to retain one
copy of the Work for archival purposes. Consultant shall place a copyright notice
on the Work at Company's request, The Work shall be considered "Information"
under the Section entitled "Nondisclosure."
5. Nondisclosure, Any technical or business information, including, but not limited to,
computer programs, files, specifications, drawings, sketches, models, samples,
tools, cost data, customer information, financial data, business or marketing plans
or other data, whether 'oral, written or otherwise ("Information"), furnished or
disclosed to Consultant hereunder or in contemplation hereof, shall remain
Company's property. No license, express or implied, under any trademark, patent
or copyright is granted by Company to Consultant by virtue of such disclosure. All
such information in written, graphic or other tangible form shall be returned to the
Company immediately upon request and copies shall be returned to the Company
or, at Company's option, certified by Consultant as having been located and
destroyed. Consultant shall be allowed to retain one copy of the Information for
archival purposes. Unless such Information was previously known to Consultant
free of any obligation to keep it confidential, is lawfully obtained by Consultant from
any source other than Company or has been or is subsequently made public by
Company or a nonparty to this Agreement, is approved for release by written
authorization of the Company, or is required by law to be disclosed in response to
a valid order of a court of competent jurisdiction or authorized governmental
agency, provided the Company receives adequate notice to allow it to request a
protective order and the Consultant reasonably cooperates with the Company's
efforts to receive a protective order, it shall be kept confidential by Consultant for
the benefit of Company, shall be used only in performing under this Agreement
and shall not be used for other purposes except upon such terms as may be
agreed upon by Company in writing. Consultant shall take reasonable steps to
protect such Information to a similar extent that Consultant protects its own
Information.
6. Liabilitv. Consultant shall indemnify Company and its affiliates against, and shall
hold Company and its affiliates harmless from, any loss, damage, expense or
liability that may in any way arise out of or result from the performance of
Consultant hereunder and caused by or resulting from the gross negligence or
intentional misconduct of Consultant, including but not limited to any knowing
infringement, or claim of infringement, of any patent, trademark, copyright, trade
secret or other proprietary right of a third party or of Consultant or anyone claiming
through Consultant who may be eligible to terminate any assignment or transfer
made hereunder pursuant to the terms of the copyright laws up to the amount paid
by the Company to the Consultant under a given applicable Exhibit(s). Consultant
shall defend or settle, at its own expense, any action or suit against Company or
its affiliates for which it is responsible hereunder. Company shall notify Consultant
of any such claim, action or suit and shall reasonably cooperate with the
Consultant (at Consultant's expense) to facilitate the defense of any such claim.
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7. Limitation. In no event shall company or consultant be liable, one to the other, for
indirect, special, incidental, or consequential damages arising out of or in
connection with the furnishing, performance or use of any products or services
provided pursuant to this agreement.
. Limited Warranties. Consultant warrants and represents that it has full authority
to enter into this Agreement and to consummate the transactions contemplated
hereby and that this Agreement is not in conflict with any other agreement to which
Consultant is a party or by which it may be bound.
Consultant warrants and represents that Consultant has the proper skill, training
and background so as to be able to perform in a competent and professional
manner and that all work will be performed in accordance with professional
standards in the industry and/or field.
9. Headinas. Section headings used in this Agreement are for convenience only,
have no legal significance, and in no way change the construction or meaning of
the terms hereof.
10. Insurance. Upon request by Company, Consultant shall provide to Company,
copies of certificates of insurance evidencing the workers compensation, general
liability and automobile insurance coverage that Consultant has in effect and
Consultant shall maintain such insurance in effect through the duration of the
Agreement.
11. Amendment and Waiver. No provision of this Agreement may be modified, waived,
terminated or amended except by a written instrument executed by the parties. No
waiver of a material breach of any provision of this Agreement shall constitute a
waiver of any subsequent breach of the same or other provisions hereof.
12. Relationship. The Consultant shall be and act as an independent contractor
hereunder, and neither Consultant nor any employee, agent, associate,
representative or subcontractor shall be deemed to be employees of the Company
for any purpose whatsoever.
13. Force Maieure. Neither party will be liable for any failure or delay in performance
due to any cause beyond its reasonable control, including, but not limited to acts
of nature, strikes, fire, flood, explosion, riots, or wars, provided that personnel
changes, including unanticipated employee departures, shall not be considered to
be an event or condition of force majeure.
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14. Notices. All notices and other communications required or permitted under this
Agreement shall be in writing, and hand delivered or sent by registered or certified
mail, return-receipt requested, postage prepaid, or by overnight delivery service
and shall be effective upon receipt at the following addresses or as either party
shall have notified the other party:
If to Company: Ms. Cathy Bendel
Finance Director
City of Lake Elmo
3800 Laverne Avenue forth
Lake Elmo, Minnesota 55042
If to Consultant: Hildi Inc.
11800 Singletree Lane
Suite 305
Minneapolis, MN 55344
Attn: Jill Urdahl, FSA
President/Consulting Actuary
15. Assignment. Consultant shall not assign this Agreement or delegate the services
to be performed hereunder, in whole or in part, or any of its rights, interest, or
obligations hereunder without Company's express written consent.
16. Law Government. This Agreement shall be governed by the laws of the State of
Minnesota, without regard to or application of conflicts of law rules or principles.
17. Taxes. Consultant shall assume full responsibility for the payment of all taxes
imposed by any federal, state, local taxes or foreign taxing authority and all
contributions imposed or required under unemployment insurance, social security
and income tax laws, with respect to performance of services for Company
hereunder.
18. Termination_. Any Exhibit(s) to this Agreement may be terminated by either party
upon thirty (30) days written notice to the other party. This Agreement may be
terminated by either party upon ninety (90) days written notice to the other party.
Company agrees to pay for all services provided by Consultant and related travel
expenses incurred by Consultant through the date of termination of the Exhibit(s)
and/or the Agreement as applicable.
19. Enure Agreement. This constitutes the entire agreement between the parties
regarding the subject matter hereof. This Agreement shall be binding on the
affiliates, administrators, executors, heirs, successors in interest, or assigns of
Consultant.
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IN WITNESS WHEREOF, authorized representatives of the Company and the Consultant
have executed this Agreement in duplicate.
Company: City of Lake Elmo Consultant: Hildi Inc.
y: y:
(Authorized Signature) (Authorized Signature)
Name: Name: Jill Urdahl
(Print or Type)
Title: Title: President
(Print or Type)
Gate: Gate:
(Please Note: A Signature is required on both page 5 and page 6.Thank you.)
Exhibit 1 to
AGREEMENT FOR CONSULTING VIC
Consultant and Rate Schedule
FF Consultant _ Effective ta Expected End
Representative's Title Date Date
Name
Hildi Inc. Actuaries and
Consultants Consulting Actuaries TBD TBD
Base Fees
The approximate budget for Hildi Inc. consulting services is as follows:
® GASB 67&68 Actuarial Valuation (Base Year): $2,400
• GASB 67&68 Actuarial Valuation (Projection Year): $1,000
These Base Actuarial Fees include the following:
® An Actuarial Report including all information required by GASB Statement 67&68 for the
Relief Association pension plan. Hildi Inc. will provide an electronic copy.
® Availability via conference call to discuss the results and answer questions.
• Teleconferencing with the actuaries on pending or anticipated issues which may affect
the actuarial valuation/report. If any work is needed based on one of the outcomes of a
teleconference, a fee will be agreed upon before any work is initiated.
® Periodic memos and telephone calls to provide updates on developments that may
affect future actuarial reports.
The term of the Agreement for Consulting Services is for the January 1, 2015 GASB 67&68
actuarial valuation and a roll-forward valuation for the following year. The Base Year valuation
can be used for the plan (Relief Association) disclosure cycle ending December 31, 2014 and
the plan sponsor(city) disclosure cycle ending December 31, 2015. The Projection Year report
can be used for the Relief Association disclosure cycle ending December 31, 2015 and the City
disclosure cycle ending December 31, 2016.
All quotes assume the plan provisions and assumptions remain unchanged from the last
actuarial valuation (if applicable). Additional charges may occur if there is out of scope work
due to inaccurate or insufficient data provided by the Company, changes in funding or
investment policy, changes to plan provisions, or proportionate share calculations.
SERVICES I T o
The Agreement for Consulting Services is dated October 26, 2015.
Company: City of Nuke Elmo Consultant: Hildi Inc.
(Authorized Signature) (Authorized Signature)
— (Date) .� _e.. (bate)
(Please Note: A Signature is required on both page 5 and page 6.Thank you.)
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