2009-20 Milliman Consultant Service AgreementRESOLUTION 2009-20
• A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA APPROVING AND ACCEPTING THE
PROPOSAL SUBMITTED BY MILLIMAN, INC. TO PERFORM THE
ACTUARIAL VALUATION REQUIRED BY GOVERNMENT ACCOUNTING
STANDARDS BOARD ("GASB") STATEMENT NUMBER 45; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, GASB Statement Number 45 requires government employers to measure and report
liabilities associated with post-employment benefits other than pension benefits; and
WHEREAS, an actuarial valuation is required to account for the cost of these post-employment
benefits; and
WHEREAS, Village Administration has evaluated various firms to perform this actuarial
valuation and recommends accepting the proposal submitted by Milliman, Inc. by piggybacking
state contract #973-020-07-1; and
WHEREAS, the Village Council determines that the adoption of this Resolution is in the best
interests of the Village and its residents and employees.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE
OF NORTH PALM BEACH, FLORIDA as follows:
Section 1. The foregoing recitals are ratified as true and incorporated herein.
Section2. The Village Council hereby approves the proposal submitted by Milliman, Inc. in
the amount of $10,500.00 to perform the actuarial valuation required by GASB Statement No. 45
and authorizes the Village Manager to execute the proposal on behalf of the Village. The funds
for this proposal shall be expended from AcoountNo.A4801-33211 (Council-IrrtemalAuditing).
Section 3. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 12th DAY OF 1VI~
(Village Seal)
ATTEST,;. ,
• VILLAGE CLERK
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This document will serve as the Service Agreement between Milliman and Village of North Palm Beach for the
provision of actuarial services required to meet GASB 43/45 requirements and other services, as requested.
Terms and C®ndati®ns
1. Limitation of Liability. Milliman will perform all services in accordance with applicable professional standards. The parties
agree that Milliman, its officers, directors, agents and employees, shall not be liable to Village of North Palm Beach, under
any theory of law including negligence, tort, and breach of contract or otherwise, for any damages which exceed 5 times the
total professional fees paid in the previous 12-month period. In no event shall Milliman be liable for lost profits of Village of
North Palm Beach 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.
2. Disputes. tf any dispute occurs between the parties, they shall attempt in good faith to resolve the dispute by mediation. In
such mediation, the parties thereto will choose a mutually acceptable mediator with a background in insurance, actuarial
science or law. If such mediation fails after agood-faith effort has occurred, only then may a party institute litigation. If a
party files a lawsuit, and both a state and federal court have subject matterjurisdiction over all of the claims to be filed, then
the party shall file such suit in federal district court. Both parties agree to waive the right to a trial by jury. If any legal action
or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be
entitled to recover reasonable attorney's fees, court costs and all expenses (including taxes) even if not taxable as court
awarded costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or
proceeding, in addition to any other relief to which such party or parties may be entitled.
3. Choice of Law. The construction, interpretation, and enforcement of this Agreement shall be governed by the substantive
contract law of the State of Florida without regard to its conflict of laws provisions. It is the intention of the parties that the
Limitation of Liability paragraph herein shall be enforceable. In the event that the Limitation of Liability clause is not
enforceable under Florida law, then the parties agree that New York law, and not Florida law shall apply to that clause. In the
event any provision of this agreement is unenforceable as a matter of law, the remaining provisions will stay in full force and
effect.
4. Fees and Expenses. The total fee for the initial valuation would be $10,500. The only additional fees would be direct travel
expense not to exceed $2,000.
5. Billin We will bill on a monthly basis based upon the amount of work completed until the project is finished and the
$10,500 has been collected.
6. No Third Party Dastribution. Milliman's work product is prepared solely for the use and benefit of the Village of North Palm
Beach in accordance with its statutory and regulatory requirements. Milliman recognizes that materials it delivers to the
Village of North Palm Beach may be public records subject to disclosure to third parties, however, Milliman does not intend to
benefit and assumes no duty or liability to any third parties who receive Milliman's work product in this fashion and may
include disclaimer language on its work product so stating. To the extent that Milliman's work product is not subject to
disclosure under applicable public records laws, the Village of North Palm Beach agrees that it shall not disclose Milliman's
work product to third parties without Milliman's prior written consent; provided, however, that the Village of North Palm Beach
may distribute Milliman's work product in its entirety to {i) its professional service providers who are subject to a duty of
confidentiality and who agree to not use Milliman's work product for any purpose other than to provide services to the Village
of North Palm Beach, or (ii) any applicable regulatory or governmental agency, as required.
7. Terms of Agreement. This Agreement will become effective upon the signature of both parties, and will remain in effect until
terminated by either party as provided herein. Either party may terminate this Agreement upon thirty (30} days prior written
notice. Milliman will retain any records it has relating the Services provided under this Agreement for a period of three years
following the termination of this Agreement. ~~ ~ ~ ~~ 1~-' ~ p ,~ ~c. ;_,
GASB 45 """""'~+~
Proposal to Provide Initial GASB 45 Analysis for the Village of North Palm Beach ~®rmS Pro~ssjng
March 79, 2009
O~IiHlir~an t~~~~~~~I
This Service Agreement will take effect upon the signature of both parties below.
VILLAGE OF NORTH PALM BEACH
I have read and gree to the terms and co ions
2gce®
Accepted by:
Title: V,~~ ~l / Date: 19 d80
MILLIMAN, INC.
I have read and agree to the terms and conditions
of this Agreement.
Accepted by:
Title: Principal Date:
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GASB 45
Proposal to Provide Initial GASB 45 Analysis for the Village of North Palm Beach
March 19, 2009
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