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HomeMy WebLinkAboutA9290 - GALLAGHER BENEFIT SERVICES, INC. CONTRACT ABSTRACT Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Gallagher Benefit Services, Inc. Frank Rojas, Recruitment Manager Recruitment Services for Fire Chief $25,000 TBD 21 months Contract Administration Lead Department: Contract Administrator: HR Stephanie George Contract Approvals Council/City Manager Approval Date: Minute Order/Resolution Number: Agreement Number: N/A TBD Contract Compliance Exhibits: Signatures: Insurance: Bonds: Business License: √ √ n/a √ Contract prepared by: Kim Baker Submitted on: 11.2.2022 By: Kim Baker DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 1 of 19 CONTRACT SERVICES AGREEMENT A9290 RECRUITMENT SERVICES FOR FIRE CHIEF THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on November 7, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Gallagher Benefit Services, Inc., a Delaware corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a recruitment firm for providing recruitment services to hire a new Fire Chief (“Project”). B. Contractor has submitted to City a proposal to provide recruitment services, under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 2 of 19 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $25,000.00. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. However, Contractor will still be paid for satisfactorily completed work up until the date it receives notice of non-appropriation or until the termination date listed in such notice, whichever is later. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 3 of 19 natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twenty-one months, commencing on November 7, 2022, and ending on August 7, 2024, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Frank Rojas, Recruitment Manager. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 4 of 19 refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals, and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents, or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Frank Rojas Recruitment Manager 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 5 of 19 Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION AND LIMITATION OF LIABILITY. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. Contractor’s liability to the City and any other party for any losses, injury or damages to persons or properties or work performed arising out of in connection with this Agreement and for any other claim, whether the claim arises in contract, tort, statute or otherwise, shall be limited to $1,000,000.00. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CONTRACTOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, LOST PROFITS, OR PUNITIVE DAMAGES SUSTAINED OR INCURRED IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 6 of 19 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. Notwithstanding the foregoing, City shall own all final deliverables provided to City by Contractor as part of the services provided under this Agreement, provided however, Contractor shall retain sole and exclusive ownership of all right, title, and interest in, and to, its intellectual property and derivatives thereof which no data or Confidential Information of the City was used to create and which was developed entirely using Contractor’s own resources, including any and all pre-existing or independently developed know-how, methods, processes and other materials prepared by Contractor. To the extent Contractor’s intellectual property is necessary for the City to use the deliverables provided under this Agreement, Contractor grants to City a non-exclusive, royalty-free license to Contractor’s intellectual property solely for City’s use of such deliverables. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books and records, as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 7 of 19 activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non- prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 8 of 19 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Gallagher Benefit Services, Inc. Attention: Georg S. Krammer 2835 Seventh Street Berkeley, CA 94710 DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 9 of 19 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 10 of 19 SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND GALLAGHER BENEFIT SERVICES, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. GALLAGHER BENEFIT SERVICES, INC.: By: _____________________________ By: _____________________________ Signature Signature (2nd signature required for Corporation) Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: __n/a__ Item No. ___n/a__ Agreement No. ___A9290____ APPROVED AS TO FORM: ATTEST: By: _____________________________ By: _____________________________ City Attorney City Clerk APPROVED: By: _____________________________ Date: ____________________________ City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 11/8/2022 11/9/2022 11/14/2022 55575.00100\40680552.2 Page 11 of 19 EXHIBIT “A” SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 12 of 19 SCOPE OF WORK 1.0 Background: A. The Contractor will develop a rich pool of qualified candidates for the selection of a new Fire Chief. The Contractor shall be responsible for the entire process from assessing the City’s needs to ensuring the selected candidate is successfully acclimated in the job. The Contractor shall be responsible for the development of recruitment materials, recruitment of candidates including background investigations, assistance in analyzing applications, and assistance in the interview and selection process. B. The objective is to provide an open and fair recruitment that will attract a talented pool of qualified candidates from diverse backgrounds from throughout the United States and provide the City’s search committee with multiple, qualified candidates for consideration. C. The City of Palm Springs is a tourist city located on the eastern area of California and on the western edge of the Coachella Valley is a full-service municipality governed by a Council-Manager form of government since 1938. The City Council is the City's Legislative body and is composed of a rotating Mayor, and four council members from representing each district. The City Manager appoints the City’s department heads, including the Fire Chief. D. Under general administrative direction from the City Manager, the Fire Chief assumes full management responsibility for all department services and activities including the community fire protection system, fire suppression, prevention, emergency medical response and Air Rescue Fire Fighting (ARFF). 1.1 Scope of Work A. The Contractor shall provide services including, but not limited to, those outlined below. The City and the Contractor shall agree upon a more detailed scope of work upon issuance of the notice to proceed. The City reserves the right to set the exact start and completion dates for the work. 1. Defining the position profile a. Extensively consult with City Council members, key staff, stakeholders and community members to determine the City’s vision/mission, goals and objectives, needs and issues, requirements of the job, and to obtain information about the environment in which the position functions. b. Based on the above meetings, identify the preferred management style, personal traits, demonstrated performance criteria, and previous accomplishments of the successful candidate. c. Develop a professional recruitment brochure that will include information on the City, the department, challenges and issues, the position, and selection criteria. DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 13 of 19 2. Sourcing qualified candidates a. Place advertisements in professional journals, websites, newspapers, and diversity-oriented specialty publications. b. Conduct referrals and cold sourcing. 3. Evaluating prospective candidates a. Develop a preliminary screening and progress report based on education, experience, technical knowledge, accomplishments, management style, personal traits, any other criteria included in the position profile. b. Include any issues/complaints/charges/litigation that are pending or are in the candidate’s history. c. Meet with the City at times and locations designated by the City in order to provide progress reports on the numbers of semifinalist candidates and recommend a list of semifinalists. d. Provide the City with electronic copies of all resumes/applications received during this search. 4. Selection of finalists a. Conduct personal interviews of semifinalists (approximately 5-12). b. Conduct in-depth background screenings of the semifinalists including credit checks, criminal and civil histories, driving records, college degrees and other related professional certifications, internet character searches, and detailed and extensive reference checks of job performances, management styles, personal traits and other any additional factors as they relate to this position. c. Present a confidential report in a format to be specified by the City with recommendations of finalists (approximately 3-7) to be reviewed and/or interviewed by City staff, City Council and/or other selected panel members. The report shall include, but not be limited to: i. Education, certifications, and experience information for each finalist ii. Evaluation of each finalist’s experience relative to selection criteria iii. Summary of reference comments iv. Statements demonstrating accomplishments and management styles v. Present salary/compensation and salary expectations for each finalist. 5. Identification of top candidate Facilitate confidential interviews with finalists by the City Council, key stakeholders, and staff panels as designated by the City. 6. Selection of top candidate Assist with negotiation of an employment agreement with the City once the top candidate has been identified. 7. Additional requirements DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 14 of 19 a. Conduct and incorporate community feedback into the recruitment process and provide this information to the City as requested. b. All recruiting costs associated with its work, including marketing, advertising fees, travel, lodging, meals, and any incidental costs for its employees shall be included in the contract pricing. c. Coordinate and pay directly for all costs related to candidate travel, meals and lodging for interviews and seek reimbursement from the City based on approved City travel policies. d. Provide the City with all materials related to the search in the amounts, at the times, and in the forms requested by the City. B. Guarantee the position for one year. If the selected candidate for which the Contractor is paid to conduct the executive search, leaves for any reason during the first 12 months of employment with the City, the Contractor shall immediately conduct a search for a replacement candidate. Within twelve weeks of the request from the City for the replacement search, a slate of qualified candidates shall be submitted to the City. If the firm is unable to provide the candidates as stated above, the firm shall refund the fee paid by the City. 1.2 Schedule: Complete all the work required herein within 270 days of Contract execution unless directed otherwise by the City. 1.3 Compensation: Work will be compensated on a lumpsum basis. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the con tract is modified for additional work requested by the City. DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 15 of 19 SCHEDULE OF FEES DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 16 of 19 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 17 of 19 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Any cancelled or non-renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided to the City. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds on the Comprehensive general and auto liability only, by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required ___x_____ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 18 of 19 Agreement to cover claims made within two years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least two years after completion of Contractor’s services under this Agreement. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VI, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured on the Comprehensive general and auto liability only…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "The Comprehensive general liability insurance is primary and non-contributory over any insurance or self-insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. Any cancelled or non-renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided to the City. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 55575.00100\40680552.2 Page 19 of 19 underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). With the exception of Professional liability (errors and omissions) insurance, this insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 9/20/2022 Arthur J.Gallagher Risk Management Services,Inc. 300 S.Riverside Plaza,Suite 1500 Chicago IL 60606 312-704-0100 312-803-7443 License#:BR-724491 Lexington Insurance Company 19437 ARTHJGA113 XL Specialty Insurance Company 37885ArthurJ.Gallagher &Co.and its subsidiaries 2850 West Golf Road Rolling Meadows,IL 60008 Underwriters at Lloyd's London 15792 1522017746 A B C Errors &Omissions Excess Errors &Omissions Excess Errors &Omissions 01566449 ELU177899-22 FI0121922 10/1/2022 10/1/2022 10/1/2022 10/1/2023 10/1/2023 10/1/2023 Per Claim/Aggregate Per Claim/Aggregate Per Claim/Aggregate $12,000,000 $10,000,000 $13,000,000 Coverage extends to: Gallagher Benefit Services,Inc. Koff &Associates 2835 Seventh Street Berkeley,CA 94710 City of Palm Springs 3200 E.Tahquitz Canyon Way Palm Springs CA 92262 DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 10/6/2022 Arthur J.Gallagher Risk Management Services,Inc. 300 S.Riverside Plaza,Suite 1500 Chicago IL 60606 Direct All Inquiries to Email Chi_Certificates@ajg.com Arch Insurance Company 11150 ARTHJGA113 Arch Indemnity Insurance Company 30830GallagherBenefitServices,Inc. Koff &Associates 2835 Seventh Street Berkeley CA 94710 Continental American Insurance Company 71730 1143392967 A X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X Y Y 41GPP4938415 10/1/2022 10/1/2023 4,000,000 A A 5,000,000 X X X Y 41CAB4938315 41CAB4939015 10/1/2022 10/1/2022 10/1/2023 10/1/2023 C X X 25,000,000703461126910/1/2022 10/1/2023 25,000,000 X 10,000 A B X N Y 41WCI4938115 44WCI0501915 10/1/2022 10/1/2022 10/1/2023 10/1/2023 1,000,000 1,000,000 1,000,000 General Liability: General Aggregate Per Location Subject to $10 Mil Policy aggregate. City,its elected officials,officers,employees,agents,and volunteers are Additional Insured on the General Liability policy per form 00 GL0596 00 04 10 and Auto Liability policy per form 00 CA0115 00 0410 When required by written contract.General Liability coverage on a Primary/Non-Contributory basis when required by written Contract.Waiver of subrogation applies in favor of additional insureds per General Liability form#CG2404 0509 and Workers Compensation form#WC000313,when required by written contract. City of Palm Springs 3200 E.Tahquitz Canyon Way Palm Springs CA 92262 DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 41GPP4938415 10/01/2022 DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 41GPP4938415 DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 44WCI0501915 44WCI050191510/01/2022 DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 41WCI4938115 41WCI493811510/01/2022 DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B 41CAB4939015 10/01/2022 DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B DocuSign Envelope ID: A312262B-B014-4DC7-B50A-8FBE1B94811B A`ORO® CERTIFICATE OF LIABILITY INSURANCE A f? I Q TE DA Erne o23YY1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCED Arthur J. Gallagher Risk Manag9ement Services, LLC 300 S Riverside Plaza STE 1500 Chicago IL 60606 WA t NAME: PHONE - - — F N_o, E_ill; 312-704-0100 Np312-803-7443 ADDRESS: INSURERS AFT-0RODIO COVERAGE NAICa INSURER A: Lexington Insurance Company 19437 INSURED ARTHJGA113 Arthur J Gallagher & Co and its Subsidiaries 2850 West Golf Road INSURER 8: XL Specialty Insurance Company 37885 INSURER C: Underwriters at Lloyd's London 15792 INSURER D: Rolling Meadows, IL 60008 NSURER E: N URER F: COVERAGES CERTIFICATE NUMBER: 1925245663 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPEOFNSURANCE POUCYNUMBER POUCYEFY POLICY DYy Lam COMMERCIALGEIEMLUABILITY EACHOCCURRENCE s CLAIMS -MADE 0 OCCUR PREMISES & MED EXP (Any onePerson) $ PERSONAL&ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE S POLICY D PEC7 r I LOC PRODUCTS - COMP/OP AGO $ $ OTHER: AUTOMOBILE LIABIUTY E COMwddBINED SINGLE UNIT $ BODILY INJURY(Perposen) S ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per ao*" S PROPERTY DAMAGE Per accident) S HIRED NONOWNED AUTOS ONLY AUTOS ONLY i UM13RELLAUAD OCCUR EACH OCCURRENCE S AGGREGATE & EXCESS LIAS CLAIMS -MADE OEO I I RETENTION 63 WORKERSCOMPENUnON AND EMPLOYERS' LIABILITY YIN STATUTE I I ER ANYPRDPRIETORIPARTNE114D(ECUTNE E.L EACH ACCIDENT 6 OFFICEWMEMBEREXCLUDED9 ❑ N/A (Man ryIn NH) E.LDISEASE-EAEMPLOYE S B ya, describe under DESCRIPTION OF OPERATIONS below E.L DISEASE -POLICY LIMIT & A Errors&Omissions 016466449 10/1/2022 10/1/2023 Par ClaurvAggroyaie $12,000,000 B C Erma Emn SOmiseions Faea Ermn&OmisPons ELU185304-22 F10121M 10/1/2022 10/1/2022 1N1/2023 10/1/2023 Pie CIaiMAgprepate Per Claim/Aggregele $10,000,000 $13.000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORD 101, Additional Remerin SchetluN, may be anacNea ii more space is rogpinC) Coverage extends to: Gallagher Benefit Services, Inc. Koff & Associates 2835 Seventh Street Berkeley. CA 94710 CERTIFICATE HOLDER CANCELLATION RECEIVED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Cdyy of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs CA92262 OCT 022023 ACCORDANCE WITH THE POLICY PROVISIONS. REPRESENTATIVE USA I/ City Hall ZAUTHVED I ,�G ,(/¢ 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Arthur J. Gallagher Risk Management Services, LLC 300 S Riverside Plaza, Suite 1500 Chicago IL 60606 MDG2023 00009060 01 .IllllhhIIIIIIhPrllllrulll-Plr-u419111,I-In-dIP111 City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 r`OF We are providing you with a Certificate of Insurance confirming our client's coverage. Want to get certificates of insurance faster? "Go Green with Gallagher" by receiving digital copies of certificates via e-mail in the future. Or, do you no longer require a certificate of insurance for our client? Please contact us at COI.UpdateMyEmail@AJG.com and provide the following information for processing: 1. Confirmation that a certificate of insurance is no longer required; or 2. E-mail address to send future certificates of insurance in lieu of U.S. Mail delivery 3. Insured Code: ARTHJGA113 4. This Certificate Number: 1925245663 To learn more about the Insurance and Risk Management Services offered by Gallagher, please visit us at www.ajg.com/us/about-us/how-we-work/core-360. Gallagher does not share your e-mail as detailed in our privacy policy found at https:// www.ajg.com/us/privacy-pol icy/.