HomeMy WebLinkAboutStatement of Work with Mercer for Employee Benifits CoverageMERCER
Statement of Wark ("SOW")
MAR51-4 MERCER I<ROII.
!, MMC GUY CARPENTER OLiVER WYMAN
The objective of this Statement of Work {SOW') is to confirm the scope of our work and the
compensation for this engagement. This SOW is subject to the terms and conditions
contained in our existing engagement letter dated August 4, 2009. All capitalized terms not
defined in this SOW shall have the meanings ascribed to them in our existing engagement
letter.
Service Detains
1. Service name: 2011 Scope of Service
2. Description of Mercer responsibilities: See attached Service Schedule
3. Description of client responsibilities: Mercer's ability to provide services as described in
this letter is dependent on Mercer being provided with and continuing to receive
accurate, up to date and timely documentation and information from you and any
insurance carriers providing benefits.
4. Period ofi time over which work will be performed: 2011
5. Compensation/fees:
Our compensation for the Services subject to this SOW will be professional fees in the
amount of $35,000 annually or $2,916.66 monthly.
In addition to other compensation listed, we also bill for necessary travel and other
expenses related to the services requested.
Subcontractors
We may need to utilize various subcontractors ("Subcontractors"} in the course of our
provision of the Services to assist us in such tasks as printing and mailing, development of
interactive tools, graphic design, etc. You consent to our use of the Subcontractors and
further acknowledge and agree that we may provide such Subcontractors with your
Confidential Information, including Work, on a confidential and a need fo know basis for the
purposes contemplated by this SOW.
Additional Terms
1. We do not act on behalf of any insurer or other service provider, are not bound to utilize
any particular insurer or service provider, and do not have the authority to make binding
commitments on behalf of any insurer or service provider. !n addition, we do not
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guarantee or make any representation or warranty that coverage or service can be
placed on terms acceptable to you. We are not responsible for the solvency or ability to
pay claims of any insurance carrier or for the solvency or ability of any service provider
to provide service. Insurance carriers or service providers with which your other risk or
insurance coverage or other business is placed will be deemed acceptable to you, in the
absence of contrary instructions from you.
2. You understand tha# the failure to provide, or cause to provide, complete, accurate, up-
to-date, and #imely documentation and information to us, an insurer, or other service
provider, whether intentional or by error, could result in impairment or voiding of
coverage or service. You agree to review all policies, endorsements and program
agreements delivered to you by us and will advise us of anything which you believe is
not in accordance wi#h the negotiated coverage and terms within thirty (30} days
following receipt.
3. You expressly acknowledge that, with respect to the provision of the Services, we are
not, nor are any of our Affiliates or subcontractors, an "administrator" within the meaning
under applicable law, including the Employee Retirement Income Security Act of 9974,
as amended {"FRIBA"), nor, with respect to the provision of the Services, are we or any
of our Affiliates or subcontractors a "fiduciary" within the meaning under applicable law
or ERISA, unless provided otherwise herein or required by applicable law.
4. Title V of the Gramm-Leach-Bliley Act and related state laws and regulations establish
limitations on the use and distribution of non-public information collected by financial
institutions from their customers and consumers. Our insurance-related work quali#ies us
as a financial institution under this Act. Our Privacy Policy Notice is available at
www.mercer.com/transparency. At this web address you will also find information
regarding Marsh & McLennan Companies, Inc. and its subsidiaries' equity interests in
certain insurers and contractual arrangements with certain insurers and wholesale
brokers.
5. Without limiting the generality of Section 2 of our engagement let#er, you will inform us at
the commencement of our work under each SOW (and thereafter in the event of any
change) as to whether or not you or any of your Affiliates are subject to any restrictions
or obligations directly relevant to the Services as a result of or in connection with having
received any federal financial assistance in connection with any federal law or program,
including, but not limited to, the American Recovery and Reinvestmen# Act of 2009 and
the Emergency Economic Stabilization Act of 2008, including the Troubled Assets Relief
Program. In the event that you or your Affiliates are subject to such restrictions or
obligations, you will also promptly describe such restrictions and abliga#ions to us in
writing in reasonable detail and make an expert (including internal or external counsel)
available to us for addi#ional clarification that we reasonably request regarding the
analysis or interpretation of any such restrictions or obligations. You agree that we will
be entitled #o rely on, and have no liability for, the accuracy and completeness of the
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information, analysis or interpretation that is provided to us in connection with the
foregoing.
We appreciate your business and look forward to working with you on this engagement.
Please acknow e~ge your agreement to the terms contained herein by signing below.
M~Ith1~ Benefits LLC
By: ~''\ 1
Name: ~`~ ~~~t.R. Date: ~ l - ~ S ° ~-0~
(Please Pri`n~tj
Title: `C R~nC4 P
ACCEPTED AND AGREED
City of Meridian
By:
Name:
Date: ~ ~ -I `~ ~ ~ y
Title: ~ 1 V I e no,~
MERCER
MARSH MERCER KROLL
GUY CARPENTER OLIVER WYMAN
H&B SERVICE SCHEDULE
Our Services consist of the following:
^ Conduct strategic planning sessions to review performance of Client's current employee
benefits coverage and establish future objectives and strategies to manage Client's
employee benefit coverages to which this agreement applies.
^ Meet with the Client's key designated representatives on as needed basis, to discuss
strategy and open items.
^ Develop a mutually agreeable renewal action plan and timeline that meets the Client's
stated objectives.
^ Keep the Client informed of significant changes and/or trends in the employee benefits
marketplace.
^ Benchmark plan costs and employee contributions to industry, size and regional
standards on as needed basis.
^ Analyze factors driving Client's plan costs if experience data is available. In connection
with such analysis, we will review utilization reports to determine possible causes of
identified cost increases. Assist Client in managing risks and costs of its employee
benefits coverages.
^ Establish comprehensive claims reports for medical, prescription drug and dental plans
detailing paid claims (and reimbursements if applicable), premium/funding and
enrollment summaries. We will review these reports with Client on as needed basis and
will identify and discuss trends and potential problems.
^ Provide cost projections and funding analysis (review of funding methodology with
emphasis on employer costs and the tier structure of the contribution.)
^ When marketing your plans, prepare an analysis comparing current costs, plan designs,
administration costs, network discounts and network accessibility.
^ With respect to the renewal process of Client's employee benefit plans, we will conduct
an annual review during the renewal process to include negotiations, on Clients' behalf,
with current vendors/carriers, as per Client's request.
^ Upon the request of Client, we will assist Client in the preparation of a RFP for purposes
of obtaining competitive quotes from the marketplace. We will be the primary point of
contact during the bidding process.
^ Upon request of Client, evaluate and assist in the management of voluntary benefit
products offered to Client's employees.
H&B Service Schedule 0202c1n.doc
^ Assist Client in the implementation of the benefit program by dealing with vendor/carriers
and performing contract and SPD review for purposes of determining conformity to
agreed upon plan provisions and costs.
^ Advise Client with respect to available technology platforms to support delivery and
administration of its employee benefit plans.
^ Assist Client in the development of paper and/or web-based communication strategies:
^ Identify and negotiate on the Client's behalf with insurers and other benefit program
providers and keep the Client informed of significant developments. We shall be
authorized for purposes of this Agreement to represent and assist the Client in all
discussions and transactions with all insurers/providers, provided that we shall not place
any insurance or vendor programs on behalf of the Client unless so authorized by the
Client.
Assist with documentation and other steps to obtain commitments for and implement
insurance policies and other services selected by the Client regarding its employee
benefits program upon the Client's instructions, it being understood that we will not
independently verify or authenticate information not originating from us necessary to
prepare proposals or underwriting submissions and other documents relied upon by
insurers/providers, and the Client shall be solely responsible for the accuracy and
completeness of such information and other documents furnished to us and/or
insurers/providers and shall sign any application for coverage. The Client understands
that the failure to provide all necessary information to an insurer, employee benefit
provider or third party vendor whether intentional or by error, could result in the
impairment or voiding of coverage or service.
^ Provide Client access to the national insurance marketplace and related services
marketplace and use our commercially reasonable efforts to place insurance policies
and other services selected by the Client regarding it's employee benefit program on
behalf of the Client, if so instructed by the Client.
^ Act as a liaison between the Client and insurers/ providers for the lines of coverage and
services that we have placed or obtained on behalf of Client or for which Mercer is
named as the broker of record.
^ Provide the Client with detailed invoices, except in the case of direct billing by insurers or
employee benefits providers.
^ We may utilize the services of other intermediaries to assist in the marketing of the
Client's program (including brokers in the London and other markets), when in Mercer's
professional judgment those services are necessary or appropriate with disclosure to
Client. Such intermediaries may be Mercer affiliates. The compensation of such
intermediaries is not included in our compensation under this Agreement and will be paid
by insurers/providers out of paid premiums.
^ Follow up with insurance carriers/providers for timely issuance of policies and contracts.
H8~6 Service Schedule 0202c1n.doc
^ Follow up with insurance carriers/providers with respect to the payment or return
premiums.
^ Review policies and contracts for accuracy and conformity to specifications provided by
Client and the related negotiated coverages.
^ Assist the Client in connection with issues relating to interpretation of insurance
policies/contracts placed by us.
^ Provide information/coverage summaries for all new coverages and updates on changes
to existing coverages.
H&B Service Schedule 0202c1n.doc
December 10, 2010
William Nary
City Attorney & HR Director
33 East Broadway Ave
Meridian ID 83642
Dear Bill,
Subject: Engagement Letter Agreement
Lois Ntorris
Consultant
225 North 9th Street, Suite 410
Boise, ID 83702
208 338 6457 F'ax 208 338 6475
Lois.J.Morris@ mercer, com
www.mercer.com
We are delighted to have the opportunity to continue to work with City of Meridian ("you" or
"Client"). The purpose of this letter of engagement ("Agreement"} is to set forth the terms
governing the services provided to you ("Services") by Mercer's operating companies,
Mercer (US) Inc., Mercer Investment Consulting, Inc. and/or Mercer Health S~ Benefits Ll_C
(in each case, solely wi#h respect to the services i# provides to you, ("Mercer" or "we}).
Statement of Work
Each statement of work ("SOW') attached hereto must specify at a minimum: (1) our
respective responsibilities with respect #o the Services; (2} the information and data we wilE
need in order to perform the Services; (3) any time constraints on the performance of the
Services; and (4) the compensation we will receive for performing the Services. To the
extent a SOW has been delivered to and accepted by you prior to the execution of this
Agreement, such SOW shall be subject to the terms of this Agreement. For purposes of this
Agreement, the term "Agreement" shall include any SOWs.
Terms and Conditions Governing Engagement
Our performance of the Services (whether provided pursuant to a written SOW or not)
are subject to the following terms:
1. Payment Terms:
A. We will perform the Services in considera#ion of your payment of our compensation.
Our compensation for the Services, such as professional fees, commissions or other
amounts payable to us ("Compensation") will be set forth in the applicable SOW or
as otherwise agreed. In addition to our Compensation, we will also bill monthly for
our reasonable expenses. You will be responsible for any sales, value added taxes
Consulting. Outsourcing. investments.
Services provitled by Mercer Heellh & Benefits LLC
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December 10, 2010
or similar taxes related to the performance or receipt of the Services, including those
taxes assessed by authorities subsequent to payment for the Services.
B. Invoices are due and payable within thirty {30) days of the date of the invoice. If any
invoice is not timely paid, we may exercise our right to claim interest for late payment
as permitted by applicable law. Ifi any invoice remains unpaid for longer than ninety
(90) days from the date of the invoice, we may either suspend the provision of the
Services until payment is received, or terminate this Agreement and/or any SOW
with immediate effect.
C. If we become involved (whether or not as a party} in a dispute (including audits ar
investigations) between you and a third party (including. a governmental entity), or if
we are asked to preserve records relating to the Services or this Agreement,
including where Mercer is requested to preserve documents, electronically stored
information, back-up tapes or other media beyond its standard recycling or retention
protocol, beyond the scope of Services described in the applicable SOW, these
additional services will be documented in a SOW. If no SOW or other agreement is
reached on these additional services, you agree to pay us at our then current
standard rates for all our time spent, and will reimburse us for all reasonable
expenses incurred by us, in connection with such dispute or such documentation
preservation request. We will reimburse such payments in the event and to the
extent such dispute is finally determined by a court to have resulted primarily from
our negligence, conduct in bad faith or fraud.
2. Instructions; Provision of Inforration and Assistance:
You will provide all necessary and reasonably requested information, direction and
cooperation to enable us to provide the Services, and any direction (whether verbal or
written) shall be effective if contained expressly in the applicable SOW or if received
(whether verbally or in writing) from a person known to us or reasonably believed by us
to be authorized to act on your behalf. You agree that we shall use all information and
data supplied by you or on your behalf without independently verifying the accuracy,
completeness or timeliness of it, We will not be responsible for any delays or liability
arising from missing, delayed, incomplete, inaccurate or outdated information and data,
or if you da not provide adequate access to your employees, agents or other
representatives necessary for us to perform the Services. We will be entitled to charge
you in respect of any additional work carried out as a result.
3. Confidential Information; Data:
A. Each o€ us is likely to disclose information ("Disclosing Party") to the other
("Receiving Party"} from time to time in the course of the provision of the Services,
which is marked or designated as confidential or proprietary at or prior to disclosure
or which would appear to a reasonably prudent person to be confidential and/or
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December 10, 2010
proprietary in nature ("Confidential information"). The Receiving Party wit! not
disclose such Confidential Information to any person other than in connection with
the provision of the Services or as otherwise provided for in this Agreement. This
restriction does not apply to information that (i) the Receiving Party must disclose by
law or legal process, {ii) is either already in the public domain or enters the public
domain through no fault of the Receiving Party, (iii) is available to the Receiving
Party from a third party who, to the Receiving Party's knowledge, is not under any
non-disclosure obligation to the Disclosing Party, or (iv} is independently developed
by or for the Receiving Party without reference to any Confidential Information of the
Disclosing Party,
B. Notwithstanding Section 3(A}, you agree that we will be entitled to disclose
information, including Confidential Information, relating to the Services or you to
regulators having jurisdiction over our business. You also agree that, notwithstanding
any other provision in this Agreement, we may include the identities of those persons
who are identified by you as contact persons far you and information about the terms
of this Agreement, the Services and the Compensation in our internal client
management, financial and conflict checking databases.
C. You hereby grant us a perpetual, non-exclusive, royalty-free license to copy, modify
and use any information and data supplied by you or on your behalf so that we may
create analytical trend data (in anonymous form) and in order to improve the quality
of our advice to our clients. We will not disclose any information in a manner that
allows particular clients or individuals to be identi#ied. Notwithstanding the foregoing,
you agree that your name may appear in a list of participating organizations for
reports containing such analytical trend data.
D. Our respective obligations under Sec#ion 3(A} shall survive for a period of five (5)
years from the date of termination of this Agreement or for such longer period as is
required by law, except that any trade secrets disclosed to the Receiving Party shall
be maintained in confidence in perpetuity or un#ii such time as they are no longer
reasonably considered to be trade secrets by the Disclosing Party.
E. Notwithstanding anything to the contrary in this Agreement, but subject to the terms
and conditions of Section 3, we may (i) retain copies of Confidential Information that
is required to be retained by law or regulation, (ii) retain copies of our work product
that contain Confidential Information for archival purposes or to defend our work
product and (iii) in accordance with legal, disaster recovery and records retention
requirements, store such copies and derivative works in an archival format (e.g. tape
backups), which may not be returned or destroyed. We may retain your information
in paper or imaged format and we may destroy paper copies if we retain digital
images thereof.
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December 10, 2010
4. Personallnformation:
Each of us and our respective Affiliates (as defined below) will comply with our
respective obligations arising from data protection and privacy laws in effect from time to
time to the extent applicable to this Agreement and the Services. This includes, without
limitation, (i} the obligation, if any, of you or your Affiliates, to obtain any required
consent(s) in respect of the transfer of information to us by you or any third party relating
to an identified or identifiable individual that is subject to applicable data protection,
privacy or other similar laws ("Personal Information"), (ii) any obligation with respect to
the creation or collection of additional Personal Information by us, and (iii) any obligation
with respect to the use, disclosure and transfer by us of Personal Information as
necessary to perform the Services or as expressly permitted under this Agreement.
Subject to Section 3(C), any use or processing by us of Personal Information supplied by
or on your behalf in connection with the Services sha-I be done solely on your behalf. We
shall handle such Personal Information in accordance with your reasonable instructions
as may be provided from time to time in the applicable SOW or as reasonably necessary
for the purpose of providing the Services and shall not handle such Personal Information
in a manner inconsistent with the terms of #his Agreement. We also confirm that we have
taken appropriate technical and organizational measures intended to prevent the
unauthorized or unlawful processing of Personal Information and the accidental loss or
destruction of, or damage to, Personal Information. For purposes of this Agreement,
"Affiliates" means, with respect to either party, any entity directly or indirec#ly controlling,
controlled by or under common control with such party.
5. Ownership and Use of Worlc; Intellectual Property:
A. AI! materials prepared by us specifically and exclusively for you pursuant to this
Agreement (the "Work") shall be awned exclusively by you. Notwithstanding anything
to the con#rary set forth in this Agreement, we will retain all copyright, patent and
other intellectual property rights in the methodologies, methods of analysis, ideas,
concepts, know-how, models, tools, techniques, skills, knowledge and experience
owned or possessed by us before the commencement of, or developed or acquired
by us during or after, the performance of the Services, including without limitation, all
systems, software, specifications, documentation and other materials created, owned
or licensed and used by us or our Affiliates or subcontractors in the course of
providing the Services (the "intellectual Property"), and we shall not be restricted in
any way with respect thereto. To the extent any Work incorporates any Intellectual
Property; we hereby grant you anon-exclusive, non-transferable right to use such
Intellectual Property solely for purposes of utilizing the Work internally in accordance
with the terms of this Agreement.
B. Unless we provide our prior written consent, you will not use, in a manner other than
as mutually contemplated when we were first retained by you to pertorm the
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December 10, 2010
applicable Services, or disclose to any third party, other than your attorneys,
accountants or financial advisors with a need to know, any Work or Intellectual
Property or other material supplied by us under this Agreement, and you shall be
responsible for, and we shall have no liability with respect to, modifications made by
any person other than us to the Work, Inteliectuai Property or other work product
provided to you by us. You will indemnify, defend and hold us and our Affiliates
harmless in respect of any Loss (as defined in Section 7) incurred by us as a result of
your breach of this obligation ar any modifications made by any person other than us
to the Wark, Intellectual Property or other work product provided to you by us.
6. Dispute Resole#ion:
A. Before commencing any action or proceeding with respect to any dispute between us
arising out of or relating to this Agreement, the parties shall first attempt to settle the
dispute through consultation and negotiation in good faith and in a spiri# of mutual
cooperation. If the dispute is not resolved within five {5) business days, either of us
may elec# to escalate the resolution of such dispute by submitting the dispute in
writing to senior executives from each of us who will promptly meet and confer in an
effort to resolve the dispute. Each party will identify such senior executive by notice
to the other party, and each party may change its senior executive at any time
thereafter by notice. Any mutually agreed decisions of the senior executives will be
final and binding on both parties. In the event the senior executives are unable to
resolve any dispute within thirty (30) days after submission to them, either party may
then refer such dispute to mediation by a mutually acceptable mediator to be chosen
by both parties within forty-five (45) days after written notice by either party
demanding mediation. Neither party may unreasonably withhold, delay or condition
consent to the selection of a mediator. All communications and discussions in
furtherance of this paragraph shall be treated as confidential settlement negotiations
that are not subject to disclosure to any third party. The costs of the mediator shall be
shared equally, but each party shall pay its own attorney's fees.
B. Any dispute that is not resolved within six (6) months of the date of the initial demand
for mediation by one of the parties may then be submitted to a court of competent
jurisdiction. Nothing in this Section 6 wilt prevent either of us from resorting to judicial
proceedings at any time if interim relief from a court is necessary to prevent serious
and irreparable injury or damage to that party or to others.
C. EXCEPT TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW, ANY CLAIM,
ACTION OR PROCEEDING AGAINST A PARTY OR ANY OF !TS AFFILIATES
WILL BE BARRED UNLESS THE OTHER PARTY INITIATES THE DISPUTE
RESOLUTION PROCEDURES SET FORTH IN THIS SECTION 6 WITHIN ONE
YEAR OF FIRST DISCOVERING THE ACT, ERROR OR OMISSION THAT iS THE
BASIS FOR SUCH CLAIM.
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December 10, 2010
7. Limitation of Liability:
A. The aggregate liability of Mercer our Affiliates and any officer, direc#or or employee of
ours and our Affiliates ("Mercer parties") to you, your Affiliates, your officers,
directors or employees or those of your Affiliates and any third party (including any
benefit plan, its fiduciaries or any plan sponsor) far any and all Losses arising out of
or relating to the provision of Services by any of the Mercer Parties shall not exceed
the greater of one times the Compensation for the Services giving rise to such Loss
and $100,000. Mercer shall have no liability for the acts or omissions of any third
party {other than our subcontractors).
B. !n no event shall either party or its Affiliates be liable in connection with this
Agreement or the Services for any loss of profit or incidental, consequential, special,
indirect, punitive or similar damages. The provisions of this Section 7 shall apply to
the fullest extent permitted by law. Nothing in this Section 7 limiting the liability of a
party shall apply to any liability that has been finally determined by a court to have
been caused by the fraud of such party,
C, For purposes of this Agreement "Loss" means damages, claims, liabilities, losses,
awards, judgments, penalties, interest, costs and expenses, including reasonable
attorneys' fees, whether arising in tort, contractor otherwise. For the avoidance of
doubt, multiple claims arising out of or based upon the same act, error or omission,
or series of continuous, interrelated or repeated acts, errors or omissions shall be
considered a single Loss.
D. Each of the parties acknowledges that the Compensation for the Services to be
provided under this Agreement and the applicable SOW reflects the allocation of risk
set forth in this Section 7.
8. Unforeseen Events:
Neither party shall be liable for delays or failures in performance of obligations under this
Agreement, o#her than failure to make payments hereunder when due, resulting from
events beyond its reasonable control, including without limitation "acts of God," fire,
flood, riots, new laws which prevent the carrying out of the Services, the results of
terrorist activity, failures of third party suppliers, and electronic and other power failures.
9. Dura#ion and Termination of this Agreement:
This Agreement will continue until terminated as provided in this Section, except as
provided otherwise in a SOW. This Agreement and any SOW may be terminated (i) by
either party upon ninety (90) days' prior written notice to the other party, {ii) by either
party upon material breach by the other party, which breach is not cured within thirty {30)
days after receipt of written notice thereof, or (iii) immediately by us for non-payment of
invoices by you as provided under Section 1. After the termination of this Agreement,
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December 10, 2010
Sections 3, 4, 5, 6, 7, 9 and 10 will survive in full force and effect. Any termination of this
Agreement shall not relieve you or your Affiliates of their obligations to pay for Services
rendered and expenses incurred by us or our Affiliates up to and including the effective
date of such termination, and such termination may require you to pay termination fees
to the ex#ent provided in a SOW. Notwithstanding the foregoing, to the extent that the
parties agree that Mercer shall continue to provide Services after the effective date of
termination of this Agreement or any SOW, the terms and conditions of this Agreement
and the applicable SOW shall survive until such Services are completed or the parties
agree that the Services shall no longer be provided.
1t}. Addi#ional Terms:
A. Terms Incorporated by Reference -The terms set forth in a SOW shaft be deemed
incorporated by reference into this Agreement for purposes of that SOW.
B. Notices -Any notice that is to be given by one party to the other under this
Agreement will be given in writing and delivered to, 225 N. 9`h Street, Suite 410,
Boise, ID 83702, with a copy to the Legal Department, Mercer, 1166 Avenue of the
Americas, New York, New York 10036 if to Mercer or 33 E. Broadway Ave, Meridian,
ID 83642 if to Client, or any other address specified by notice subsequently by one
party to the other. A notice will be effective upon receipt.
C. No Third Party Benef<ciaries -Neither this Agreement nor the provision of the
Services is intended to confer any right or benefit on any third party, other than the
Affiliates of each party that execute a SOW, and, in such event, solely as set forth in
such SOW and this Agreement.
D. No Publicity -You agree not to refer to us or attribute any information to us in the
press, for advertising or promotional purposes, or for the purpose of informing or
influencing any other party, including the investment community, without our prior
written consent. We agree not to refer to you in the press or for promotional purposes
without your prior written consent, provided that we may include your name in our
representative client listing and as provided in Section 3(C).
E. Waiver -The failure by either party to insist upon strict performance of any provision
of this Agreement shalt in no way constitute a waiver of rights under this Agreement,
at law or in equity.
F. WAIVER OF JURY TRIAL -EACH PARTY, ON BEHALF OF ITSELF AND ITS
AFFILIATES, TO THE FULi_EST EXTENT PERMITTED BY LAW, KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY
IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY SERVICES PROVIDED BY MERCER
OR ITS AFFILIATES. THE WAIVER APPLIES TO ANY ACTION OR LEGAL
PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
EACH PARTY AGREES NOT TO INCLUDE ANY EMPLOYEE, OFFICER,
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December 10, 2010
DIRECTOR OR TRUSTEE OF THE OTHER AS A PARTY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM RELATING TO SUCH DISPUTE.
G. Warranties of Mercer-Except as expressly set forth in this Agreement, we
expressly disclaim any warranty, express or implied, including but not limited to any
implied warranty of merchantability and fitness for a particular purpose.
H. Entire Agreement, Amendment, Assignment, Subcontracting -This Agreement
(including any SOW and any schedules or exhibits attached hereunder} merges and
supersedes all prior or contemporaneous understandings, agreements, negotiations
and discussions, whether oral or written, between the parties concerning the
Services and constitutes the entire agreement between the parties with regard to the
Services. The parties have not relied upon any promises, representations,
warranties, agreements, covenants or undertakings, other than those expressly set
forth in this Agreement. Except with respect to a change in address for notices, this
Agreement shall not be amended excep# by a wri#ten document executed by bath of
us. In the event of any inconsistency between the terms of a SOW and those in the
Agreement, the provisions contained in this Agreement shall prevail unless the SOW
specifically amends a term contained herein. Neither of us may assign this
Agreement without the prior written consent of the other, except that we may assign
this Agreement to an Affiliate with reasonable prior written notice to yau. We may
subcontract with any of our Affiliates upon reasonable prior written notice to you, and
we may subcontract with third parties with your prior written consent, which consent
shall not be unreasonably withheld, conditioned or delayed.
I. Governing Law and Jurisdiction -Unless otherwise provided in a SOW, this
Agreement and all SOWs issued hereunder will be governed by, and interpreted in
accordance with, the law of the State of Idaho and will be subject to the exclusive
jurisdiction of the courts located in the State of Idaho.
J. Severability- It is the intent of the parties that the provisions of this Agreement shall
be enforced to the fullest extent permitted by applicable law. To the ex#ent that the
terms set forth in this Agreement or any word, phrase, clause or sentence is found to
be illegal or unenforceable for any reason, such word, phrase, clause ar sentence
shall be modified deleted or interpreted in such a manner so as to afford the party for
whose benefit it was intended the fullest benefit commensurate with making this
Agreement as modified, enforceable and the balance of this Agreement shall not be
affected thereby, the balance being construed as severable and independent.
K. Advice on Legal Matters - We are not engaged in the practice of law and the
Services provided hereunder, which may include commenting on legal issues or
drafting documents, do not constitute and are not a subs#itute for legal advice.
Accordingly, we recommend that you secure the advice of competent legal counsel
with respect #o any legal matters related to the Services ar otherwise.
Page 9
December 10, 2010
L. Counterparts -This Agreement may be executed and delivered (including by
facsimile or a scanned PDF version} in one or more counterparts, each of which
when executed shall be deemed an original, but all of which taken together shat!
constitute one and the same agreement.
If you have any questions about these terms and conditions, please do not hesitate to call
me. If not, please indicate your agreement to the terms of this Agreement by signing the
enclosed copy of this Agreement and SOW, if applicable, and returning it to us.
Mercer Healtf~ & Benefits LLC, in each case, solely in connection with the Services it
provides pursuant to a SOW
Mercer Health &iBenefits, LLC
~;
By: i-'
Name: Shelli Stayner,
(Please Print)
Title: Principal
ACCEPTED AND AGREED
Cily of Meridian ">
Name: To~.rn G'I p
(Please Print)
Date. ~ ~`" ~
Date: ~~ 1 ~
Title: