Retirement Plan Services Agreement (GASB 45)
Mi Iliman
Retirement Plan Services Agreement
Plan Sponsor:
Contact:
City of Salina
Rod Franz
Telephone:
Milliman Office:
300 W. Ash Street
Salina, KS 67401
785-309-5735
Fax:
Address:
Omaha, HE
RPSA Effective Date: April 15, 2009
This Retirement Plan Services Agreement (the "RPSA" or the "Agreement"), effective as of the RPSA Effective Date,
describes the engagement of Milliman, Inc. ("Milliman") by the City of Salina ("Plan Sponsor") to provide Services as
described herein. While Milliman serves at the pleasure of Plan Sponsor, such Services are subject to and strictly limited
by the provisions contained in this Agreement. Under no circumstances is the engagement of Milliman intended to
relieve Plan Sponsor, the Plan Administrator, and/or the Trustee(s) of their respective responsibilities under ERISA and
the Internal Revenue Code and regulations promulgated thereunder.
Subject to the terms of this Agreement, Plan Sponsor hereby engages Milliman to provide the Services described
herein for the plans set forth in the attached schedules (individually and collectively the "Plan"), and Milliman
hereby accepts such engagement.
1. Services
Milliman will provide the Services as are described herein and set forth in Schedules A attached hereto
("Services").
2. Fees and Expenses
(a) Payment of Fees and Expenses. For the Services provided on or after the RPSA Effective Date, Plan
Sponsor will payor cause to be paid to Milliman the fees and expenses specified for such Services.
Milliman will invoice Plan Sponsor monthly, and all invoices will be paid within thirty (30) days of its
receipt of the invoice.
(b) Out.of.Pocket Expenses. Unless otherwise excepted, Milliman's fee schedule is exclusive of direct
expenses, including reasonable travel expenses, printing, shipping, trustee stop and repayment charges,
IRS 1 099R reversal fees, and express mail charges, all of which are charged at cost; provided,
however, that all such out-of-pocket expenses will be limited to reasonable costs and airline travel
expenses will be limited to nonrestricted coach fares.
(c) Additional Fees. Milliman may assess additional fees for any Services requested by Plan Sponsor
which are beyond the scope ofthe Services described in the attached schedule(s). Such fees will be
determined based on standard hourly rates unless another basis is agreed to by Plan Sponsor.
Milliman may assess additional fees at standard hourly rates for Services it performs as a result of
inaccurate or incomplete data that is provided to Milliman by or on behalf of Plan Sponsor.
3. Plan Data
(a) Ownership of Plan Data. Milliman acknowledges that all data with respect to the Plan provided by Plan
Sponsor or obtained by Milliman pursuant to this Agreement will be and remain the property of Plan
Sponsor. Upon Plan Sponsor's request at any time or times while this Agreement is in effect, and to
City of Salina
Page 1
the extent that all plan fees are current, Milliman will deliver to Plan Sponsor all data in an electronic
format.
(b) Accuracy of Plan Data. Milliman will have no obligation to determine whether data received is
inaccurate or incomplete. Milliman cannot warrant the correctness of data supplied by Plan Sponsor,
the Plan Administrator or third parties, nor can Milliman be responsible for the failure of Plan
Sponsor, the Plan Administrator, or any third party to provide data in a timely manner.
(c) Completeness of Plan Data. For any in-scope Services that Milliman performs, but must perform using
Plan Data that is incomplete and requires Plan Sponsor intervention, Milliman will assess fees for such
work using standard hourly rates.
(d) Confidentiality of Plan Data. Except as required by law, Milliman agrees to treat Plan Sponsor's data in
a confidential manner. Milliman will inform its employees of the confidential nature of such data and
will instruct them not to disclose any such data to any non-Milliman-affiliated third party whatsoever
without Plan Sponsor's expressed approval, except as may be necessary in connection with the provi-
sion of Services or as may be required by law. This provision survives the termination of this
Agreement. Notice will be provided in writing to Plan Sponsor prior to disclosure to any third party.
4. Limitation of Liability and Indemnification
(a) Limitation of Liability. Milliman's obligations under this Agreement will be limited to providing the
Services contained herein. Milliman will have no responsibility for any acts or omissions that occurred
prior to the RPSA Effective Date. Milliman will not be liable for the accuracy, completeness,
timeliness or correct sequencing of informati on obtained from generally accepted sources external to
Milliman that in turn are used to create values reported to Plan Sponsor or Plan participants.
Milliman will perform all services in accordance with applicable professional standards. The parties
agree that Milliman, its officers, directors, agents and employees, will not be liable to Plan Sponsor,
under any theory of law, including negligence, tort, breach of contract or otherwise, for any damages in
excess offive times the annual professional fees paid to Milliman with respect to the work in question
(subject to a maximum of$1 million). In no event will Milliman be liable for lost profits of Plan
Sponsor or any other type of incidental or consequential damages.
The foregoing limitations will not apply in the event of Milliman's breach ofa fiduciary duty under
ERISA, gross negligence, intentional fraud, or willful misconduct.
(b) Delays or Failures. Neither Milliman nor Plan Sponsor will be liable for any delay or failure in
performance of this Agreement resulting directly or indirectly from any cause beyond their control,
including, without limitation, acts of nature, acts of war, governmental actions, fire, labor strikes, work
stoppages, civil disturbances, interruptions or unavailability of power or other utilities, unavailability of
communications facilities, failure of electronic or mechanical equipment, failure of communication
lines or equipment, or other interconnection problems, or failure of Milliman's suppliers.
(c) Indemnification. Plan Sponsor agrees that it will be responsible for satisfying any losses, claims,
damages, judgments, liabilities or reasonable expenses (including reasonable attorneys' fees and
expenses) of or against Milliman and its respective officers, employees and agents, resulting from or
arising in connection with (i) inaccurate data provided by Plan Sponsor, or (ii) Plan Sponsor's
negligence or willful misconduct. Milliman agrees that it will be responsible for satisfying any losses,
claims, damages, judgments, liabilities, reasonable expenses (including reasonable attorney's fees and
expenses) of or against Plan Sponsor, its affiliates and its respective officers, employees and agents, or
the Plan resulting from or arising in connection with Milliman's gross negligence or willful
misconduct. The term "affiliate" means any member of a controlled group of corporations or a group
or trades or businesses under common control, within the meaning of Sections 414(b) and 414(c) of the
Internal Revenue Code. This provision survives the termination of this Agreement.
City of Salina
Page 2
5. Term and Termination of Agreement
(a) Term. This Agreement will become effective as of the RPSA Effective Date and will remain in effect
until terminated by either party as provided herein.
(b) Termination by Parties. Either party may terminate this Agreement upon ninety (90) days' prior writ-
ten notice. Milliman will retain any records it has relating the Services provided under this Agreement
for a period of no less than three years following the termination of this Agreement.
(c) Termination Assistance. In the event that this Agreement is terminated for any reason, Milliman will
cooperate with Plan Sponsor to provide an orderly transfer of Services and will provide the staff,
Services and assistance reasonably required for such orderly transfer. Such Services will be provided
at the expense of Plan Sponsor or the Plan at Milliman's standard hourly rates in effect for such
Services at the time they are performed; provided, if termination is due to Milliman's failure to
perform its duties under this Agreement in a competent and timely manner, Plan Sponsor will not be
obligated to pay Milliman for any fees associated with such transfer.
6. Notices
Any notice or demand that Milliman or Plan Sponsor may desire to serve upon each other will be deemed
served three (3) days after depositing in the United States mail, postage prepaid and certified or registered;
delivered to a nationally recognized courier service; or hand delivered to the following addresses:
City of Salina
City/County Building
300 W. Ash Street
Salina, KS 67401
Milliman, Inc.
1120 S. 1015t Street
Suite 400
Omaha, NE 68124
7. Dispute Resolution
(a) Mediation. In the event of any dispute arising out of or relating to the engagement of Milliman by Plan
Sponsor, the parties agree first to try in good faith to settle the dispute voluntarily with the aid of an
impartial mediator who will attempt to facilitate negotiations. A dispute will be submitted to
mediation by written notice to the other party or parties. The mediator will be selected by agreement
by the parties. If the parties cannot agree on a mediator, a mediator will be designated by the
American Arbitration Association at the request of a party.
The mediation will be treated as a settlement discussion and therefore will be confidential. Any
applicable statute oflimitations will be tolled during the pendency of the mediation. Each party will
bear its own costs in the mediation. The fees and expenses ofthe mediator will be shared equally by
the parties.
(b) Arbitration. If the dispute has not been resolved within sixty (60) days after the written notice
beginning the mediation process (or a longer period, if the parties agree to extend the mediation), the
mediation will terminate, and the dispute will be resolved by final and binding arbitration under the
Commercial Arbitration Rules of the American Arbitration Association. The arbitration will take
place in Minneapolis, MN before a panel ofthree arbitrators. Within thirty (30) days of the
commencement of the arbitration, each party will designate in writing a single neutral and independent
arbitrator. The two arbitrators designated by the parties will then select a third arbitrator. The
arbitrators will have a sufficient background in either employee benefits, actuarial science, or law to
City of Salina
Page 3
reasonably prepare them to decide a dispute. The arbitration will be conducted in accordance with the
rules and procedures of the American Arbitration Association and the terms of this Section 7. The
arbitrators will have the authority to permit limited discovery, including depositions, prior to the
arbitration hearing, and such discovery will be conducted consistent with the Federal Rules of Civil
Procedure. The arbitrators will have no power or authority to award punitive or exemplary damages.
The arbitrators may, in their discretion, award the cost of the arbitration, including reasonable attorney
fees, to the prevailing party. Any award made may be confirmed in any court having jurisdiction.
Any arbitration will be confidential, and except as required by law, neither party may disclose the
content or results of any arbitration hereunder without the prior written consent of the other parties,
except that disclosure is permitted to a party's auditors and legal advisers.
8. Miscellaneous
(a) Nature of Milliman's Services. The Services to be performed by Milliman are ministerial in nature and
will be performed within the framework of policies, interpretations, rules, practices and procedures
made or established by Plan Sponsor. Milliman will not have discretionary authority with respect to the
management of the Plan or the investment of Plan assets. It is understood that Milliman is not a "plan
administrator" within the meaning of ERISA. Milliman cannot be relied upon to discover errors,
irregularities or illegal acts, including fraud or falsifications that may exist in the administration ofthe
Plan. Therefore, Milliman will not be liable for any actions taken, or not taken, as directed by or
caused by actions of Plan Sponsor, the Plan Administrator, or any other person(s) authorized to provide
directions to Milliman.
(b) Milliman Tool Development. Milliman will retain all rights, title and interest to all technical or internal
designs, methods, ideas, concepts, know-how, techniques, generic documents and templates that have
been developed previously by Milliman or developed during the course of the provision of the Services.
Such rights and ownership will not extend to or include all or any part of Plan Sponsor's proprietary
data. To the extent that Milliman may include in the materials any Milliman proprietary information or
other protected Milliman materials, Milliman agrees that Plan Sponsor will be deemed to have a fully
paid up license to make copies ofthe Milliman-owned materials as part of this engagement for its
internal business purposes, provided that such materials cannot be modified or distributed outside Plan
Sponsor without the written permission of Milliman or except as otherwise permitted herein.
(c) Payment by Plan. Any statement in the Agreement that, or to the effect that, an amount will be paid by
Plan Sponsor will not preclude such amounts being a Plan expense under the Plan's trust agreements
and other documents and will not have any effect on Plan Sponsor's rights to direct the Plan's trustee
to pay such amount from Plan assets.
(d) Severability. If any provision of this Agreement is held to be invalid or unenforceable, all other
provisions will nevertheless continue in full force and effect. If any provision of this Agreement is
found to be contrary to the laws or regulations of the Employee Retirement Income Security Act of
1974, as amended, then such provision will be considered null and void, but all other provisions will
nevertheless continue in full force and effect.
(e) Modification and Waiver. By mutual written agreement, Milliman and Plan Sponsor may revise this
Agreement (including any of the attached schedules) from time to time. Any modification or waiver
of any of the provisions of this Agreement will be effective only if made in writing and signed by both
parties. Notwithstanding the foregoing, the waiver of a breach of any provision of this Agreement will
not operate or be construed as a waiver of any subsequent breach, and any subsequent performance
will not constitute a waiver of any preceding breach.
(f) No Third-party Beneficiaries. This Agreement is between Plan Sponsor and Milliman, and neither this
Agreement nor the performance of the Services or the relationship between Plan Sponsor and
Milliman will create any rights in any third parties. The parties expressly agree that there are no third-
party beneficiaries hereto.
City of Salina
Page 4
(g) No Third-party Distribution. Milliman's work is prepared solely for the internal business use of Plan
Sponsor. Milliman's work may not be provided to third parties without Milliman's prior written
consent. Milliman does not intend to benefit any third-party recipient of its work product or create any
legal duty from Milliman to a third party even if Milliman consents to the release of its work product
to such third party. Milliman hereby consents to the distribution of its work product to the Plan's
auditor, as long as the work product is distributed in its entirety. In the event that any audit reveals
any error or inaccuracy in the data underlying Milliman's work, Milliman requests that the auditor
notifY Milliman as soon as possible. Milliman's work may include the preparation of certain
government forms. Milliman consents to the release of these forms to the applicable agency. Any
additional release of any Milliman work product by Plan Sponsor requires prior written consent by
Milliman.
(h) Assignability. No party will be entitled to assign its rights or obligations under this Agreement without
the written consent of the other party, such consent not to be unreasonably withheld.
(i) Applicable Law. This Agreement will be deemed to have been entered into in the State of New York,
and all duties, obligations and rights there under will be governed by the laws of the State of New
York to the extent controlled by ERISA.
0) Entire Agreement. This Agreement (which includes the attached schedules) constitutes the entire
Agreement between the parties with respect to the subject matter hereof, and there are no
representations, warranties, covenants or understandings, other than those expressly set forth herein.
This Agreement supersedes and replaces all prior Agreements entered into between Milliman and Plan
Sponsor with regard to the Services to be provided to the Plan(s) under by this Agreement after the
RPSA Effective Date.
(k) Headings. Headings and captions hereunder are for convenience only and will not affect the
interpretation or construction ofthis Agreement.
City of Salina
MILLIMAN, INC.
I have read and agree to the terms and conditions
of this Agreu
A"epted by, . ~ C
Title: D (JY\:!".,y c.J ~ A.--, Date: t-/ (I ~I O{
",j
(/
I have read and agree to the terms and conditions
of this Agreement.
Accepted by:
~~-
Title:
Principal
Date: 'f;1tf rc 7'
:;'"~ ..
City of Salina
Page 5
I
Schedule A
Services/Fees
City of Salina
Our fees will be our time and expense, not to exceed the following:
Preparation of January 1,2008 GASB 45 Valuation
If a visit is required, this will be billed additionally.
$7,500
City of Salina
Page 6
SGHE9ULE A
Services/Fees
City bf Salin'a
Our fees will be our time and expense, not t6 exceed'the following:
Preparation of GASB 45 Valuation asofDetember 31, 2010
$7,500
If a visit is required, this will be billed additionally.
CITY OF sALINA
MilLIMAN, INC.
Date:
I have read arid agree to theternis andcdnditions of
t1iis rnodification of the Agreement with ail RPSA
effective date of.April15,2009. .
Accepted by: .{;.J~.. V.~
Name:.UJn-L...;Aivl . V.J!-bGAct--J
Title: . pc<- J IV c. I f' A L
Date: if f ~ll I ..
,
I have read and agree to the terms arid conditioris of
this modification of the Agreemerit with an RPSA
effective date O~f ~i1 ,2009.
Aorep'edb" _ ___ ~
Name: ..::: 4.;A. ""t-..
I
~ct'-cSr.;....,.. .~ ~iv\;A""">C
31 7 /1 '2-6 ( I
Title:
Milliman