HomeMy WebLinkAbout20101030.tiff CORRECTED RESOLUTION
(Correction Made Concerning Date of Termination)
RE: APPROVE ENGAGEMENT LETTER AGREEMENT AND STATEMENT OF WORK FOR
WELD COUNTY POSTRETIREMENT BENEFIT ACTUARIAL CONSULTING SERVICES
AND AUTHORIZE CHAIR TO SIGN - MERCER (US) INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Engagement Letter Agreement and a
Statement of Work for Weld County Postretirement Benefit Actuarial Consulting Services between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Department of Finance and Administration, and Mercer (US) Inc.,
commencing January 1, 2010, and ending December 31, 2011, with further terms and conditions
being as stated in said Letter Agreement and Statement of Work, and
WHEREAS, after review, the Board deems it advisable to approve said Letter Agreement
and Statement of Work, copies of which are attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Engagement Letter Agreement and the Statement of Work for Weld
County Postretirement Benefit Actuarial Consulting Services between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Department of Finance and Administration, and Mercer (US) Inc., be, and hereby are, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said Letter Agreement and Statement of Work.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 17th day of May, A.D., 2010, nunc pro tunc January 1, 2010.
NR (/rowe.f �rueCl�
CC- 2010-1030
( -1b-10 PE0027
BOARD OF COUNTY COMMISSIONERS
D COUNTY, COLORADO
ATTEST: I ,f(�f-`, tc�55 a c,_
Douglas FYademacher, Chair
Weld County Clerk to the B At, xh,�
C 4 l , LZUi? U4 - � v (
-, arbirkmeyer,Pro-Tem
BY. P��
Dep Clerk t t e oard
/ Se)an�P. C way
APPRO }- O •RM: Ij/ l/
Wiliam F. Co
'ounty Attorney EXCUSED
David E. Long
Date of signature: (Pi 'itC
2010-1030
PE0027
MERCER 1225 17th Street,Suite 2200
Denver,CO 80202
+1 303 376 0800
MARSH MERCER KROLL \WWJ.mercer.com
MMC GUY CARPENTER OLIVER WYMAN
April 22, 2010
Mr. Don Warden
Director, Finance and Administration
Weld County
P.O. Box 758
Greeley, CO 80632
Subject: Engagement Letter Agreement
Dear Don:
We are delighted to have the opportunity to continue to work with Weld County ("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 & Benefits LLC
(in each case, solely with respect to the services it("Mercer" or"we) provides to you).
Statement of Work
Each statement of work ("SOW') attached hereto must specify at a minimum: (1) our
respective responsibilities with respect to the Services; (2) the information and data we will
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 consideration 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
or similar taxes related to the performance or receipt of the Services, including those
taxes assessed by authorities subsequent to payment for the Services.
Consulting.Outsourcing.Investments.
2010-1030
MERCER
MARSH MERCER KROLL
tI.. GUY CARPENTER OLIVER WYMAN
Page 2
April 22,2010
Mr. Don Warden
Weld County
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. If 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 or
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 Information 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 do 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.
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MARSH MERCER KROLL
MMc GUY CARPENTER OLIVER WYMAN
Page 3
April 22,2010
Mr. Don Warden
Weld County
3. Confidential Information; Data:
A. Each of 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
proprietary in nature ("Confidential Information"). The Receiving Party will 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 for 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 identified. 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 Section 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 until such time as they are no longer
reasonably considered to be trade secrets by the Disclosing Party.
MERCER
MARSH MERCER KROLL
istoAc
,......... GUY CARPENTER OLIVER WYMAN
Page 4
April 22,2010
Mr. Don Warden
Weld County
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.
4. Personal Information:
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 shall 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 this 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 indirectly controlling,
controlled by or under common control with such party.
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MARSH MERCER KROLL
'M GUY CARPENTER OLIVER WYMAN
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April 22,2010
Mr. Don Warden
Weld County
5. Ownership and Use of Work; Intellectual Property:
A. All materials prepared by us specifically and exclusively for you pursuant to this
Agreement (the "Work") shall be owned exclusively by you. Notwithstanding anything
to the contrary 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 a non-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 perform the
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, Intellectual 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 or any modifications made by any person other than us
to the Work, Intellectual Property or other work product provided to you by us.
6. Dispute Resolution:
A. Before commencing any action or proceeding with respect to any dispute between us
arising out of or relating to our provision of the Services under this Agreement, the
parties shall first attempt to settle the dispute through consultation and negotiation in
good faith and in a spirit of mutual cooperation. If the dispute is not resolved within
five (5) business days, either of us may elect 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
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A1M11C MARSH MERCER KROLL
GUY CARPENTER OLIVER WYMAN
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April 22,2010
Mr. Don Warden
Weld County
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 will 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 ITS 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.
7. Limitation of Liability:
A. The aggregate liability of Mercer, our Affiliates and any officer, director 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) for 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. In 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
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MARSH MERCER KROLL
hi6* GUY CARPENTER OLIVER WYMAN
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April 22, 2010
Mr. Don Warden
Weld County
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, contract or 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, other 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. Duration 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,
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 extent 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.
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... MARSH MERCER KROLL
GUY CARPENTER OLIVER WYMAN
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April 22,2010
Mr. Don Warden
Weld County
10. Compliance with Colorado Public Contracts for Services: As required by C.R.S. § 8-
17.5-102, Mercer certifies and agrees as follows:
A. Mercer does not and shall not knowingly employ or contract with an illegal alien (a
non-legal resident of the United States) to perform work under this Agreement.
B. Mercer shall not enter into a contract with a subcontractor that fails to certify to
Mercer that the subcontractor shall not knowingly employ or contract with an illegal
alien to perform work under this Agreement.
C. Mercer has confirmed through participation in either the federal "E-Verify Program" or
the "Department Program," that Mercer does not employ any illegal aliens who have
been newly hired to perform work under this Agreement. The "E-Verify Program" is
the electronic Employment Verification Program created in Public Law 208, 104th
Congress, as amended, and expanded in Public Law 156, 108th Congress, as
amended, that is administered by the United States Department of Homeland
Security and the Social Security Administration. The "Department Program" means
the employment verification program established by the Colorado Department of
Labor and Employment pursuant to C.R.S. § 8-17.5-102(5)(c). If Mercer participates
in the Department Program, Mercer shall notify the Department and the Client of
such participation.
D. Mercer shall not use either the E-Verify Program or the Department Program
procedures to undertake pre-employment screening of job applicants while this
Agreement is being performed.
E. Mercer shall, within twenty days after hiring an employee who is newly hired for
employment to perform work under this Agreement, affirm that Mercer has examined
the legal work status of such employee, retained file copies of the documents
required by 8 U.S.C. Sec. 1324a, and not altered or falsified the identification
documents for such employees. Mercer shall provide a written, notarized copy of the
affirmation to the Client.
F. If Mercer obtains actual knowledge that a subcontractor performing work under this
Agreement knowingly employs or contracts with an illegal alien, then Mercer shall:
(1) notify the subcontractor and the Client within three (3) days that Mercer has
actual knowledge that the subcontractor is employing or contracting with an illegal
alien; and (2)terminate the subcontract with the subcontractor if within three (3) days
of receiving the notice the subcontractor does not stop employing or contracting with
the illegal alien; except that Mercer shall not terminate the subcontract if during such
three (3) days the subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted with an illegal alien.
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MARSH MERCER KROLL
MAIiC GUY CARPENTER OLIVER WYMAN
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April 22, 2010
Mr, Don Warden
Weld County
G. Mercer shall comply with all reasonable requests by the Colorado Department of
Labor and Employment made in the course of an investigation that the Department is
undertaking pursuant to the authority established by C.R.S. § 8-17.5-102(5).
H. If Mercer violates any of the provisions of this section, the Client may immediately
terminate this Agreement effective upon the receipt by Mercer of written notice of
termination from the Client, and Mercer shall be liable for actual and consequential
damages to the Client.
I. The Client will notify the Office of the Secretary of State if Mercer violates this section
of this Agreement and the Client terminates the Agreement for such breach.
11.Additional Terms:
A. Terms Incorporated by Reference-The terms set forth in a SOW shall 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, Marlise Bruno, with a copy to the
Legal Department, Mercer, 1166 Avenue of the Americas, New York, New York
10036 if to Mercer or Don Warden 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 Beneficiaries- 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 shall in no way constitute a waiver of rights under this Agreement,
at law or in equity.
MERCER
MARSH MERCER KROLL
Ave, GUY CARPENTER OLIVER WYMAN
Page 10
April 22, 2010
Mr. Don Warden
Weld County
F. WAIVER OF JURY TRIAL - EACH PARTY, ON BEHALF OF ITSELF AND ITS
AFFILIATES, TO THE FULLEST 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,
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, replaces any existing agreement or undertaking between the parties 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 except by a written document executed by both 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 you. 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 New York and will be subject to the exclusive
jurisdiction of the courts located in the State of New York.
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MARSH MERCER KROLL
mni, GUY CARPENTER OLIVER WYMAN
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April 22, 2010
Mr. Don Warden
Weld County
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 extent 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 or 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 substitute for legal advice.
Accordingly, we recommend that you secure the advice of competent legal counsel
with respect to any legal mailers related to the Services or otherwise.
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 shall
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
,77 MARSH MERCER KROLL
_........T GUY CARPENTER OLIVER WYMAN
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April 22,2010
Mr. Don Warden
Weld County
Mercer(US) Inc.
Mercer Investment Consulting, Inc.
Mercer Health & Benefits LLC,
in each case, solely in connection with the Services it provides pursuant to a SOW
Mercer (US) Inc.
By: /L/l Gw _J
Name: Marlise S. Bruno Date: April 22, 2010
(Please Print)
Title: Senior Associate
By:
Name: Lee Gold Date: April 22, 2010
(Please Print)
Title: Partner
ACCEPTED AND AGREED
Weld County
By: G _
Name: Douglas Rademacher Date: MAY 1 7 2010
(Please Print)
Title: Chair, Board of Weld County Commissioners
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MERCER
MARSH MERCER KROLL
'',...MMC GUY CARPENTER OLIVER WYMAN
Statement of Work ("SOW")
The objective of this Statement of Work ("SOW') is to confirm the scope of our work and the
compensation for this project. This SOW is subject to the terms and conditions contained in
the engagement letter dated April 22, 2010. All capitalized terms not defined in this SOW
shall have the meanings ascribed to them in our existing engagement letter.
Project details
1. Project name: Weld County Postretirement Benefit actuarial consulting services
2. Description of Mercer responsibilities: Perform GASB 45 valuation for the fiscal year
ending December 31, 2011 (to remain on 2 year valuation cycle) and provide required
information for off-cycle valuation year; Mercer will provide a letter with the valuation
results and follow up with a formal report. Mercer will also participate in discussions
regarding actuarial assumptions if necessary.
3. Description of client responsibilities: Provide all requested data and other information
within requested timeframes.
4. Period of time over which work will be performed: January 1, 2010 — December 31, 2011
5. Compensation/fees: $30,000- $35,000
Fee structure
Our compensation for the services will be professional fees in the range of$30,000 -
$35,000. In addition to such compensation, we also bill for necessary travel and other
expenses related to the services requested.
Without limiting the generality of Section 2 of our engagement letter, 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 Reinvestment 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 obligations to us in writing in reasonable detail and
make an expert (including internal or external counsel) available to us for additional
clarification that we reasonably request regarding the analysis or interpretation of any such
restrictions or obligations. You agree that we will be entitled to rely on, and have no liability
for, the accuracy and completeness of the information, analysis or interpretation that is
provided to us in connection with the foregoing.
Consulting.Outsourcing.Investments.
Page 2
We appreciate your business and look forward to working with you on this engagement.
Please acknowledge your agreement to the terms contained herein by signing below.
Mercer (US) Inc.
By: 7(144.1.4.4, £rtee
Name: Marlise S. Bruno Date: April 22, 2010
(Please Print)
Title: Senior Associate
By: %eD•
Name: Lee D. Gold Date: April 22, 2010
(Please Print)
Title: Partner
ACCEPTED AND AGREED
Weld County
By: \i>On ft( Ian 4C-1
Name: vyv� ca.A-ir^ Date:
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Title: m nit -15 is h.-.r
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Mercer
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