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07-038, EFI Actuaries CITY OF CUPERTINO "c' J ,/' 10300 Torre Avenue Cupe /ty 0 21 y) Cupertino, CA 95014 . .t - J 408-777-3200 BY THIS AGR MENT made and entered into on the :;} OT~ day of MARGH by and between the CITY OF CUPERTINO (Hereinafter referred to as CITY) and Name (1)EFI Actuaries (2) Address 980 9 t h St:. r ] 6 r h 'F 1 n n r City ~ a r r ~ III E' T1 toe A Zip 9 5814 Phone 9 16 - VI 9 - 9900 (Hereinafter referred as CONTRACTOR), in consideration of their mutual covenants, the parties hereto agree as follows: CONTRACTOR shall provide or furnish the following specified services and/or materials: Actuarial services for other-post employment benefits as stated in EFI proposal dated March 5, 2007 EXHIBITS: The following attached exhibits hereby are .made part of this Agreement: EFI proposal dated March 5, 2~07 with Attachment A Standard Terms and Conditions TERMS: The services and/or materials furnished under this Agreement shall commence ont his A g r e em e n t d ate and shall be completed ~i R ~ ~ r ~ t <'> it ; n <'> y h i b i t.'.,,; AGREEMENT 0"/- 0':;: ,~>. NO. tMlJS-~S-d(6 ~ ~ -2f)() 7 COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: An amount not to exceed $13,080 '1J ENTERED GENERAL TERMS AND CONDITIONS Hold Harmless. Contractor agrees to save and hold harmless the City, its officers, agents and employees from any and all damage and liability of every nature, including all costs of defending any claim, caused by or arising out of the performance of this Agreement. City shall not be liable for acts of Contractor in performing services described herein. Insurance. Should the City require evidence of insurability Contractor shall file with City a Certificate of Insurance before commencing any services under this Agreement. Said Certificate shall be subject to the approval of City's Director of Administrative ServiceS'. . Non-Discrimination. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion or sex of such person. Interest of Contractor. It is understood and agreed that this Agreement is not a contract of employment in the sense that the relation of master and servant exists between City and undersigned. At all times Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations in executing this Agreement. Contractor certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City. Changes. This Agreement shall not be assigned or transferred without the written consent of the City. No changes or variations of any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY shall be: NAME Oavid Woo DEPARTMENT Finance This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year first written above. CONTRACTOR: ~e &7 u::rt!:>/-, &1 -Sec. SOD. 1/ '5 ). - ( r;, s cp' q '( EtrV APPROVALS 41-.", ~~, l' CITY OF CUPERTINO: By (/L &l:-{ (~ (' l.fu.~rt-?, /.ci Title Administra ti ve Services Director EXPENDITURE DISTRIBUTION ACCOUNT NUMBER AMOUNT I ~O<6 0 CITY (':1 J:RI( r.npv Attachment A Standard Terms and Conditions I. Agreement. It is agreed that EFI Actuaries (ACfUARY) will provide the consulting services described in the Proposal to which this Attachment A is attached (such Proposal and this Attachment A, collectively, this "Agreement"), to the City of CupertiJto (the "Client"), as an independent contractor. Nothing contained herein shall be construed to create an employment or principal-agent relationship or joint venture between ACfUARY and Client, and neither party shallllave the right, power or authority to obligate or bind the other in any manner whatsoever. II. Changes and Delays. A. Changes in scope of the Services dicta~l tt Client and changing conditions of law or schedule delays or other events beyond A ARY's reasonable control, including events described below, may require contract price and/ or date of performance revisions to be agreed upon by both parti.es. In the event that Performance on the part of either party is delayed or suspended as a result of circumstances beyond its reasonable control such as Acts of God or other force majeure event, and without its fault or .negligence, then the period of .e.erlormance and term of this Agreement shall be extended to the extent of any such delay and neIther 'party shall incur any liability to the other party as a result ofoosuch delay or suspen51on. B. ACTUARY's performance hereunder is contingent upon the reasonable cooperation of Client, including the supply to ACfUARY of adequate resources and intormabon as mutually agreea upon pursuant to this Agreement If any delays in ACfUARY's performance occur as a result of failure or untimely performance by Client and/ or vendors, the term of this A~~ent shall be extended to the extent of any such delay and ACfUARY shall not incur any liability to Client as a result of such delay. III. Warranty and Liability. A. ACfUARY will exercise due professional care and competence in the performance of the Services. . ----- B. ACTUARY currently maintains an errors and omissions policy with coverage of $5million; a copy of its Declaration Page is attached hereto. ACfUARY promises to maintain the policy in force during the term of tIUs Agreement, and will advise Client of anY' teduction in coverage, within five oays of the change, which shall be - at Client's discretion - considered a breach of this Agreement under Section IV hereof. IV. Term and Termination. This Agreement will terminate when the Services have been cO~fJeted. Either party may terminate this Agreement with or without cause. Client shall pay A ARY for work-in-pro~ess, Services and expenses incurred. prior to the effective date of termination. Upon termination of this Agreement, the parties shall return Confidential Information received from the other. V. Taxes and Payment. Any applicable taxes incurred. in connection with the Services or Deliverables (except for taXes Imposed on income) will be billed to, and faid by, Client, in addition to fees ano expenses. Payment by Client shall be due upon receipt of ACfUARY invoices. VI. Survival. The provisions of this Agreement which give the parties rights beyond termination of this Agreement will survive any termination of this Agreement. VII. Severability. If any portion of this A~ment is held to be void, invalid, or otherwise unenforceable, in whole or part, the remaming portio~ of this Agreement shall remain in effect. VIII. Mediation! Arbitration. Any controversy or claim arising out of or relating to this Agreement or the services provided ~ ACTUARY pursuant thereto (including any such matter involving any parent, subsIdiary, affiliate, successor in interest, or agent of the Client or of ACTUARY) shall be submitted, upon the parties' mutual agreement, to voluntary mediation. IX. Applicable Lawl Attorney Fees. This contract shall be governed by the laws of the state of California. Any action brought by either party to enforce or interpret this contract shall be brought in the superior court, County of Santa Clara, state of California. In any such action, the prevailing party shall be entitled to recover its costs, including reasonable attorney's fees, from the other.