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A8425 - KEENAN & ASSOCIATES - FOR PROFESSIONAL INSURANCE BROKERAGE SERVICES
CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Keenan Brokerage Agreement Keenan & Associates Loyola D. Batiste lbatiste@keenan.com brokerage agreement $178,500 + $127,000 = $305,500 July 1, 2020 through June 30, 2025 Received John Stephens, jstephens@keenan.com cc: Natasha Matthews, nmatthews@keenan.com City Attorney Jeffrey S. Ballinger 06/29/2023, 1L A8425 1 - - - Procurement - No N/A N/A N/A 11/01/2023 Brian Sotak-Rossman DocuSign Envelope ID: 06A8ACDC-00EF-4FCE-AD9C-3721D591B7AC 55575.18260\41779854.1 AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT A8425 BETWEEN THE CITY OF PALM SPRINGS AND KEENAN & ASSOCIATES 1. Parties and Date. This Amendment No. 1 to the Professional Services Agreement ("Amendment") is made and entered into this 1st day of November, 2023, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Keenan & Associates, a California stock corporation ("Consultant"). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Consultant. The City and Consultant entered into an agreement titled “Professional Services Agreement”, dated July 1, 2020, for professional insurance brokerage services ("Agreement"). The initial Agreement term was three (3) years, and the total amount expended by the City during the initial term for the services provided by Consultant was One Hundred Seventy-Eight Thousand Five Hundred Dollars and Zero Cents ($178,500.00). 2.2 Amendment Purpose. The City and Consultant now desire to amend the Agreement to extend the Agreement term for an additional two (2) years. Compensation shall consist of a flat fee amount of $63,500 annually for a new not to exceed amount of Three Hundred Five Thousand Five Hundred Dollars and Zero Cents ($305,500.00). 2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Sections 3.4 and 10.4 of the Agreement. 3. Terms. 3.1 Amendment. Section 3.4 of the Agreement is hereby amended in its entirety to read as follows: “3.4 Term. Unless earlier terminated under this Agreement, this Agreement shall commence upon the effective date of this Agreement and continue in full force and effect until the completion of services or June 30, 2025, whichever shall occur first. Any additional extensions must be through mutual written agreement of the Parties.” 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations that they have undertaken pursuant to this Amendment No. 1. DocuSign Envelope ID: 06A8ACDC-00EF-4FCE-AD9C-3721D591B7AC 55575.18260\41779854.1 2 3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 06A8ACDC-00EF-4FCE-AD9C-3721D591B7AC 55575.18260\41779854.1 3 SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND KEENAN & ASSOCIATES CITY OF PALM SPRINGS By: Scott Stiles City Manager Date APPROVED BY CITY COUNCIL: Date: June 29, 2023 Item No. 1L ATTEST: By: Brenda Pree City Clerk APPROVED AS TO FORM: By: FOR Best Best & Krieger LLP City Attorney KEENAN & ASSOCIATES Signature Name Title Date DocuSign Envelope ID: 06A8ACDC-00EF-4FCE-AD9C-3721D591B7AC President - Property & Casualty John Stephens 11/2/2023 11/6/2023 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 11/5/2024 (314) 746-4700 (314) 889-3700 20478 AdminSure, Inc. 3380 Shelby St Ontario, CA 91764 20494 35289 19682 35378 42374 A 1,000,000 7036373730 1/1/2024 1/1/2025 100,000 15,000 1,000,000 2,000,000 2,000,000 1,000,000B 7036373744 1/1/2024 1/1/2025 6,000,000C 7036373761 1/1/2024 1/1/2025 6,000,000 10,000 D 84WEBC3WUM 1/1/2024 1/1/2025 1,000,000 1,000,000 1,000,000 E Professional Liabili MKLV7PEO003363 1/1/2024 Claim/Agg 5,000,000 F Cyber - Tech E&O H24NGP22156201 1/1/2024 1/1/2025 Aggregate 2,000,000 City of Palm Springs ADMIINC-01 PFEMI1 Digital Insurance LLC-Clayton, MO 8235 Forsyth Blvd #1200 Clayton, MO 63105 National Fire Ins Co Of Hartford Transportation Insurance Co Continental Insurance Company Hartford Fire Insurance Co Evanston Insurance Company Houston Casualty Company X 1/1/2025 X X X X X X X X FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. Digital Insurance LLC-Clayton, MO ADMIINC-01 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance 1 SEE P 1 AdminSure, Inc. 3380 Shelby St Ontario, CA 91764 SEE PAGE 1 PFEMI1 1 Certificate of Liability Remarks Crime Liability Insurer: United States Fire Insurance Company Policy No.: 6260398587 Effective: 1/1/2024-1/1/2025 Per Occurrence Limit: $2,000,000 Excess Network Security Privacy Liability: Scottsdale Insurance Company Policy No.: EKS3532141 Effective: 6/30/24-1/1/25 Aggregate $2,000,000 / $2,000,000 all Claims $2,000,000 XS $2,000,000 PROFESSIONAL SERVICES AGREEMENT Professional Insurance Brokerage Services THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is entered into, and effective on July 1, 2020, between the CITY OF PALM SPRINGS, a California charter city and municipal. corporation, ("City") and Keenan & Associates, a California Corporation, ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the"Parties". RECITALS A. City has determined that there is a need for professional insurance brokerage services ("Project"). B. Consultant has submitted to City a proposal to provide professional insurance brokerage services to City for the Project under the terms of this Agreement. C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D. - City desires to retain Consultant to provide such professional services. In consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows: AGREEMENT 1. SERVICES OF CONSULTANT 1.1 Scone of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit"A" (the "Services" or"Work") which is attached and incorporated by reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work and Services contemplated and, in light of such status and experience, Consultant covenants that it shall follow the highest professional standards in performing the Work and Services required in this Agreement. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized as high quality among well-qualified and experienced professionals performing similar work under similar circumstances. 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City's Request for Proposals; and, (4) the Consultant's signed, original proposal submitted to the City ("Consultant's . Proposal"), (collectively referred to as the "Contract Documents"). The City's Request for Page 1 of 91 Proposals and the Consultant's Proposal, which are both attached as Exhibits `B" and "C", respectively, are incorporated by reference and are made a part of this Agreement. The Scope of Services shall include the Consultant's Proposal. All provisions of the Scope of Services, the City's Request for Proposals and the Consultant's Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (V5 the provisions of the Scope of Services (Exhibit "A"); (2°d)the provisions of the City's Request for Proposal (Exhibit `B"); (31d) the terms of this Agreement; and, (0) the provisions of the Consultant's Proposal (Exhibit "C„ 1.3 Comoliance with Law. Consultant warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. 1.4 Licenses, Permits, Fees, and Assessments. Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and Services under this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work and Services required by this Agreement. Consultant shall indemnify, defend, and'hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law. . 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City. 1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to famish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components to prevent losses or damages. Consultant shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence. Page 2 of 91 1.7 Further Responsibilities of Parties. Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. 1.8 Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to the Consultant, incorporating any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement. Any adjustments must also be approved in writing by the Consultant. Any increase in compensation of up to twenty-five percent (25%) of the Maximum Contract Amount or $25,000, whichever is less, or in the time to perform of up to thirty (30) days, may be approved by the City Manager, or his designee, as may be needed to perform any extra work. Any greater increases, occurring either separately or cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by Consultant that the provisions 'of this section shall not apply to the services specifically set forth or reasonably contemplated within the Scope of Services. 2. COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit "D" and incorporated in this Agreement by reference. Compensation shall consist of a flat-fee amount of$55,000 for FY 20/21; $60,000 for FY 21/22, and $63,500 annually for FY 22/23, FY 23/24 and FY 24/25, for a total not-to-exceed amount of $305,500 for the 5 year term, except as may be provided under Section 1.8. The method of compensation shall be as set forth in Exhibit "D." Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated under Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation. The Maximum Contract Amount shall include the attendance of Consultant at all Project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Consultant accepts the risk that the services identified in the Scope of Services may be more costly and/or time-consuming than Consultant anticipates, that Consultant shall not be entitled to additional compensation, and that the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of Services. The maximum amount of city's payment obligation under this section is the amount specified in this Agreement. If the City's maximum payment obligation is reached before the Consultant's Services under this Agreement are completed, Consultant shall complete the Work and City shall not be liable for payment beyond the Maximum Contract Amount. 2.2. Method of Pavment. Unless another method of payment is specified in the Schedule of Compensation (Exhibit "D"), in any month in which Consultant wishes to receive payment, Consultant shall submit to the City an invoice for services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City's Finance Director and must be Page 3 of 91 submitted no later than the tenth (10) working day of such month. Such requests shall be based upon the amount and value of the services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Chances in Scope. In the event any change or changes in the Scope of 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 Consultant's profession. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon attached Schedule of Performance (Exhibit "E"), incorporated by reference. 3.2 Schedule of Performance. Consultant shall commence the Services under this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered under this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant (financial inability excepted) if Consultant, within ten (10) days of the commencement of such delay, notifies the Contract Officer in writing of the causes of the delay. Unforeseeable causes include, but are not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City. The City Manager shall ascertain the facts and the extent of delay, and extend the time for Page 4 of 91 performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified. The City Manager's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement under this section. 3.4 Term. Unless earlier terminated under this Agreement, this Agreement shall commence upon the effective date of this Agreement and continue in full force and effect until completion of the Services. However, the term shall not exceed three (3) years with two (2) one year optional extentions from the commencement date, except as otherwise provided in the Schedule of Performance described in Section 3.2 above. Any additional extensions must be through mutual written agreement of the Parties. 3.5 Termination Prior to Expiration of Term. City may terminate this Agreement for its convenience at any time, without cause, in whole or in part, upon giving Consultant thirty (30) days written notice. Where termination is due to the fault of Consultant 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 such notice, City shall pay Consultant for Services performed through the date of termination. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless stated otherwise in the notice or by written authorization of the Contract Officer. After such notice, Consultant shall have no further claims against the City under this Agreement. Upon termination of the Agreement under this section, Consultant shall submit to the City an invoice for work and services performed prior to the date of termination. Consultant may terminate this Agreement, with or without cause, upon sixty (60) days written notice to the City, except that where termination is due to material default by the City,the period of notice may be such shorter time as the Consultant may determine. 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: John Stephens, Senior Vice President. It is expressly understood that the experience, knowledge, education, capability, expertise, 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 Consultant and devoting sufficient time to personally supervise the services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall 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. Page 5 of 91 4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, capability, expertise, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not assign full or partial performance of this Agreement, nor any monies due, voluntarily or by operation of law, without the prior written consent of City. Consultant shall not contract with any other entity to perform the Services required under this Agreement without the prior written consent of City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subConsultant(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subConsultant and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted in this Agreement shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability under this Agreement without the express written consent of City. 4.4 Independent Consultant. The legal relationship between the Parties is that of an independent Consultant, and nothing shall be deemed to make Consultant a City employee. A. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant. B. Consultant shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City. C. - No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional Page 6 of 91 fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, servants, representatives, subConsultants, or agents, Consultant shall indemnify City for all such financial obligations. 5. INSURANCE 5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, the insurance described below. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Consultant's performance of Work under this Agreement, including Consultant's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows: A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Consultant shall either: (a) certify in writing to the City that Consultant ,is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification under (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) If the policy of insurance is written on a "claims made" basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by Page 7 of 91 either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an "occurrence" basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers' Compensation Insurance. Consultant shall obtain and maintain, in fiill force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subConsultants, if any, to do likewise under their workers' compensation insurance policies. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. C. Commercial General Liabilitv Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent Consultants, broad form property damage, products and completed operations. D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self- insured retentions in excess of$10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Consultant's ability to pay Page 8 of 91 claims for all deductible amounts and self-insured retentions proposed in excess of$10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant under this Agreement: 5.3.1 For any claims related to this Agreement, Consultant's coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. 5.3.2 Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. 5.3.3 All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. 5.3.4 No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. 5.3.5 Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party w611 "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. 5.3.6 Consultant agrees to ensure that subConsultants, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that Page 9 of 91 upon request, all agreements with subConsultants and others engaged in the Project will be submitted to the City for review. 5.3.7 Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. 5.3.8 Consultant shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. 5.3.9 Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 5.3.10 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. 5.3.11 Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. 5.3.12 Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant's activities or the activities of any person or person for which the Consultant is otherwise responsible. 5.4 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 VII, or better, unless such requirements are waived in writing by the City Manager or his Page 10 of 91 designee due to unique circumstances. 5.5 Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting 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. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. 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: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. " or 'for any and all work performed with the City"may be included in this statement). 2. "This 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 '!f or any and all work per formed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 4. 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 underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. Page 11 of 91 6. INDEMNIFICATION 6.1 Indemnification and Reimbursement. To the fullest extent permitted by law, Consultant shall defend (at Consultant'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 (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant'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. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 6.2 Desien Profess* nal Sei-Rees lade xnineation Mid Rpimb-s Fsement. (*Waived/Not Applicable) if the n b .....e a.eemefit :e lete :..e,l to he "design pre f ssienal a n "design and Genstiltant is a n 0 reement2782 Q the era. r A. Te the fullest extent .. nnitted by law, Consultant sane.. nif:� defend (at Gensultant's sole eest and e lhll id e > ld e effieers, effipleyees, agents and volunteers and all other publie a "; eelleetively "Ifidemnified n agairist an), and all liabilities, elaims,judgments, arbitration awards, settleffients, eests, deffiands, orders and penalties (eelleetively , b but net limited to Claims arising etit of> .,pe.we: to, ar are ..related to the egligeee> eeklessness .:liful iniseenduet ..F Consultant, its or arise 40m Censultant's agents, > e negligent-, vel.le.... or willful er f ..manee of or failure t.. erf.... , te...., e.,t or Agreement , b b eagents n. e ..nsutant s Th nlhall ell dgi. pre ,.:....el sub !•ensultants R. .. .. es f,. , used ar sub eentraeted by Consultant to perform the Sen,iees ef Work fequired under this a a the indemn45, pr-evisions in sub „etie.. 6.1 in f..er of the indemnified Pai4iee r.. addition, Consultant shellreEltlife all BOR design professienal sub e Page 12 of 91 Set-viees er )AlefiE required under this AgreeRient, to obtain insuranee that is eensistent with the 7. REPORTS AND RECORDS 7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to 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. 7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. Consultant acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed under this Agreement. For this reason, Consultant agrees that Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the contemplated Work or Services. If Consultant is providing design services, Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subConsultants, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all resulting damages. Consultant may retain copies of such documents for their own use. Consultant shall have an unrestricted right to use the concepts embodied tin this Agreement. Consultant shall ensure that all its subConsultants shall provide for assignment to City of any documents or materials prepared by them. In the event Consultant fails to secure such assignment, Consultant shall indemnify City for all resulting damages. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written Page 13 of 91 authorization. 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant's performance under this Agreement. Consultant 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. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as 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 Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 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. 8.3 Default of Consultant. Consultant's failure to comply with any provision of this Agreement shall constitute a default. A. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City's right to terminate this Agreement without cause under Section 3.5. Page 14 of 91 B. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3A, take over the work and prosecute the same to completion by contract or otherwise. The Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant's liability for completion of the Services as provided in this Agreement. 8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions. 8.5 Rights and Remedies 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 and 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. 8.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 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 consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. Page 15 of 91 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant 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. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant 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"). Consultant 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, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant 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 Consultant 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. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise: A. It is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a Page 16 of 91 deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright. B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant's expense. Consultant shall not be obligated to indemnify City under any settlement that is made without Consultant's consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 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. All notices shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of(i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To Ci City of Palm Springs Attention: City Manager& City Clerk 3200 E. Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Consultant: Keenan &Associates Attention: John Stephens, Senior VP 2355 Crenshaw Boulevard, Suite 200 Torrance, CA 90501 Telephone: 949-940-1760 ext. 5161 Facsimile: 949-369-0324 10.3 Integrated Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes 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. Page 17 of 91 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 10.6 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. 10.7 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. 10.8. Corporate Authoritv. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreemenfon behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into tlris Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. Page 18 of 91 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: Ilk-11 S' David H. Ready,E City Manager APPROVED AS TO FORM: ATTEST By. r B athoLnny� Je rey S. Ballin er City Attorney Clerk APPROVED BY CITY COUNCIL: qq APPROVED BY CITY IL IL Y COUNC Date: IAgreement No. - r Corporations require two notarized signatures. One signature must be from Chairman of Board,President,or any Vice President. The second signature must be from the Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer. CONSULTANT NAME: Keenan &Associates Check one_Individual_Partnership Corporation 2355 Crenshaw Blvd, Suite 200, Torrance, CA 90501 Address By By r ture(Notarized) Signature(Notarized) l/O'IiJ E.JS .52.(�cYo AZc1CJE+Ji Page 19 of 91 CALIFORNIA ALL-PURPOSE ACKIMMYLEQGMENT CIVIL CODE§1180 A notoy.pubic or other officer completing thin cartFicrts rveYItftumaTLerA�m��y tfie wevirty,of the M&VKkd wto signed the g1�:fh>d. document rowhich this carulk teh and net the Cut♦ .rcoursc'ervali tlet that dmanent. £Fate of CsSdomfa ). Co wti.1 dice r, �) On ��,/�%��1 t�atOlO rue. \ i}\ r-+-�/.s�! ✓G'[�L. ,,.{-le/w,/ 12-A Ci Date I Hxe lnsert Mme and Tufle.tif the CfTxxrr� personally appeared _ &,t,. �a��_r�t.�..s Narr;a[y Of agner(a) who proved to me on the hale of sa5sfactpry evidence to be the person(e) wtoca name(a),ialare. avbacribed to the wittu n matru went and wkwv lodged to me that helahalf uay executed the omne in hh'h%Atteirauthahzed.capacrlKma).ardthatbyhi_"JF Mwiroignature(a)an the trnatrument the pamon(a). or the enlity upon behalf of wtuch the p�(s)acted.executed tho'k-otrument I oertify,under PENALTY OF PERJURY under the taws, of the State of California that the foregoing paragraph is true and ccnect. M� 4 DIANNA NICOLE VErTER WffNEM my hand and official zeal r Notary Public-California y Orange County 2251 Si9�ure L 'C• Commission My Comm.Expires 2 s Auu 8,2g g, 022 Stara Um o/NotrryPvYuc Pdece;Notary Sall Above OPTIONAL Though thia�bcn in optional,completing thin Mbff afiW ran detefsfte efbn of the document or fraudulent reattachment of this form to anunfntended document Description of Attached Doc anent TF"or Type of Docuument Document Oats: Nu be of Pages: Signers) Other Than Named Abcma' CoPacity[ea)Claimed by Sig.*) Signer's Name: Signers Name: ❑Corporate Officer'—TD*). ❑Cmpomles Officer—Tdle(py ❑Psrtrwe 0 Limited ❑General ❑Partner— O Limited ❑General O lndwidual ❑Attuimey,in Fact ❑IrKrMdual ❑Attorney in Fact ❑Tru¢tee ❑Gucardsn or Cons afor ❑Tmatee ❑Guardian or Conservator ❑Other- ❑Other . agar to Reprocentirg: Signer Is Representing: 02014 NaEor W No . . . .._ faryA�rociidinr-www;t�]efnaatfJotsry-ag•1-800.U3 NOTARY(1-8W$7D-17B27J F�m S59O7 Page 20 of 91 EXHIBIT "A" SCOPE OF SERVICES The Insurance Brokerage Services Scope of Work, as may be modified through negotiation and/or by written addendum, will be made a part of the Agreement. While the exact nature and extent of the services are subject to negotiations, the minimum professional services include, but are not limited to, the following: 1. Act as an independent insurance advisor to the City of Palm Springs and proactively provide ongoing unbiased professional advice and recommendations that benefit the City. 2. Proactively provide ongoing review and analysis of the City's insurance programs and identification of risk transfer and risk financing options. 3. Be familiar with the major exposures of the City 4. Be familiar with the coverages provided'by all relevant insurance policies and documents issued to the City. 5. Assure that insurance policies are placed in a timely manner, without lapses in coverage periods, with reputable and financially responsible insurers. 6. Provide service for the insurance policies placed for the City including processing all changes and endorsements and verifying the accuracy of invoices within a reasonable time. 7. Provide early warning of rate and coverage changes or renewal problems through a process to be mutually agreed to with the City. 8. Upon request of the City, but at least once a year, provide a comprehensive report that reviews all of the City's insurance programs. 9. Through a mutually agreed upon process, monitor the City's operations and loss .exposures and make any appropriate recommendations for coverage changes or new coverages. 10. Be available to answer questions or obtain answers from underwriters for policy coverage questions. 11. Meet with City staff and designated representatives as reasonably requested. 12. Attend and be available to answer questions of City Council during the annual insurance renewal approval. 13, Provide consultation service and written reports as normally expected of a professional broker to a large client. 14. Provide assistance with claims as requested by the City. Assist in analyzing loss exposures from existing and new operations, and determine the appropriate risk management alternatives, including types, availability, cost and extent of coverages that should be considered. Brokerage and consulting services must be provided for annual policy renewals and on an as needed basis. The selected broker must provide a thorough renewal presentation each year with policy recommendations to include an analysis of available alternatives in consideration of City's exposures. Brokerage services must also include market research, policy endorsements, certificates of insurance, and coverage consultation on claims filed against the City. Broker would also advise on a continuing basis, and in a timely manner, of any and all significant matters and developments regarding carrier service issues. Page 21 of 91 We are now in FY 19/20 with the current insurance expiring June 30, 2020. All of the City's annual insurance policies are for the period of July 15'through June 30th. The City expects the broker to intitiate the FY 20/21 renewal strategy in mid to late January 2020, followed by the applications submission process in February/March, with marketing conducted in April/May. Indications from the broker are expected to be provided to the City in early to mid-April, with firm quotations in mid-May so that the City Council may vote on the insurance renewal in June, with coverage bound for effective date of July 11 IMPORTANT NOTE: Firms who have a financial interest in a third party administrator, insurance company, servicing company, or other entity which it intends to propose if chosen, must disclose such financial interest and must demonstrate their ability to meet the scope of services independently of such financial interests. Furthermore, firms are advised that the City of Palm Springs expects full transparency of any and all insurance or re-insurance agreements, contract documents, exclusions, disclosures of all participating members of any shared coverages, or any other documentation concerning or relating to the insurance coverage of the City of Palm Springs upon request. Failure to agree to full transparency and document disclosure as stated above shall result in your proposal being deemed unqualified for review. Special Requirements: A. Period of Agreement The selected broker will be appointed as the City's Broker(s) of Record for property/casualty and other insurance as required for a period of three (3) years with two (2) additional one-year options, at the mutual written agreement of the parties. Appointment as Broker of Record creates no right to reappointment or continued service. If negotiations for renewal of this contract are delayed for reasons beyond control of broker, the contract shall automatically be extended under the same terms and conditions until terminated by written notice by either party or by execution of a new contract. B. Policy Review Review policies and other documents in detail within 14 days of receipt of the documents. Check the wording and accuracy of each policy, binder, certificate, endorsement or other document received from insurers. Ensure that the intended coverage is provided, all coverage, terms, conditions and other wording is complete and accurate, and in compliance with financial arrangements and administrative procedures acceptable to the City. Obtain revisions needed to achieve compliance with coverage request. C. Policy Amendments Process requests for additions or deletions to policies within five business days of receipt. Provide follow up with insurer that the insurer has handled the request. Advise in writing of any changes to insurance policies within 14 days. D. Marketing Page 22 of 91 1. Monitor expiration dates of policies and provide the City with written notification at least 120 days prior to expiration, including a description of information needed to process the renewal. 2. Develop and implement a marketing strategy, including identifying potential markets, for program renewals at least 120 days before policy expiration. 3. Develop underwriting information and assist in gathering and organizing exposure and loss data for renewals of policies placed. 4. Work with carriers to design policies and programs most advantageous to the City for coverage of exposures, policy form, exclusions, deductibles, self-insured retentions, coordination with other policies, costs and other pertinent factors. 5. Market renewal coverages for the City by obtaining timely and competitive quotations from available and responsible insurers & re-insurers. 6. Provide quotations to the City at least forty five (45) days prior to insurance policy expiration unless otherwise approved by the City. 7. If requested by the City, provide the City with copies of declination letters and all premium quotations received with a summary of coverages explaining deficiencies or benefits of the quote compared to the recommended insurance program. 8. Provide quotations for specialized types of insurance, as requested by the City. E. Claims 1. Assist the City staff, as necessary, with filing claims. 2. Work with outside claims adjustors as necessary. 3. Represent the interests of the City in policy interpretation and other negotiations with insurance carriers. 4. Assist the City with review of claim reserves, and represent the City to the insurer with regard to requested explanation or reduction of reserve amounts. Follow-up with insurer as necessary until resolution of any reserve reduction requests are accomplished or until claim is closed. 5. Review all quarterly loss runs for all claims on all coverages. Evaluate loss history for trends or other indicators that might dictate changes in coverage strategy, deductibles, retentions or limits. 6. Provide annual summaries by policy year for each of the last five years indicating total number of losses by type for each line of coverage and showing earned premium, incurred losses and loss ratio. F. Certificates of Insurance Issue certificates of insurance within three (3) business days following the date of request. Page 23 of 91 G. Contract Review Review contracts and lease agreements as requested and notify the City whether the insurance programs of the City are in compliance with insurance requirements of contracts and/or agreements. H. Legal Compliance Comply with all State and Federal laws and regulations pertaining to insurance brokers licensed in the State of California. Page 24 of 91 EXHIBIT "B" CITY'S REQUEST FOR PROPOSALS CITY OF PALM SPRINGS, CA REQUEST FOR PROPOSALS (RFP) #02-20 Professional Insurance Brokerage Services Requests for Proposals (RFP #02-20), for professional Insurance Brokerage Services for the City of Palm Springs, CA, (hereinafter the "RFP")will be received at the Office of Procurement & Contracting, 3200 East Tahquitz Canyon Way, Palm Springs, California, until 3:00 P.M. LOCAL TIME, THURSDAY, OCTOBER 10, 2019. It is the responsibility of the respondent to see that any proposal sent through the mail, or by any other delivery method, shall have sufficient time to be received by this specified date and time. The receiving time in the Procurement Office will be the governing time for acceptability of proposals. Telegraphic, telephonic, faxed or emailed proposals will not be accepted. Late proposals will be returned unopened. Failure to register as a Proposer to this RFP process per the instructions in the Notice Inviting Requests for Proposals (under "Obtaining RFP Documents") may result in not receiving Addenda or other important information pertaining to this process. Failure to acknowledge Addenda may render a proposal as being -non-responsive or negatively impact the evaluation of a proposal. We strongly advise that interested firms officially register per the instructions in the Notice. 1. PURPOSE AND SCHEDULE: The City of Palm Springs is seeking proposals for professional Insurance Brokerage Services to assist in the management of the City's various insured and self-funded insurance programs. Such services include, but are not limited to the review, analysis, recommendation, and timely placement of all insured and self-funded programs as more fully described in the Scope of Work and Special Requirements in the RFP document. This Request for Proposal is not an authorization to approach the insurance marketplace or service agencies on behalf of the City of Palm Springs. The City of Palm Springs specifically directs that no contact or solicitation of insurance markets or market reservation be made on behalf of the City. Failure to comply with this condition will be grounds for disqualification from this RFP process. SCHEDULE: Notice requesting Proposals posted and issued ............................................September 5, 2019 Deadline for receipt of Questions.............................Wednesday, October 2, 2019, 3:00 P.M. Deadline for receipt of Proposals...............................Thursday, October 10, 2019, 3:00 P.M. Short List/ Interviews/, *if desired by City ......................................................... to be determined Contract awarded by City Council..................................................................... to be determined NOTE: There will NOT be a pre-proposal conference for this procurement. *Dates above are subject to change. "KEY" TO RFP ATTACHMENTS: Page 25 of 91 ATTACHMENT "A"- Signature Authorization Form, including Addenda acknowledgment. *Must be completed and included with Work/Technical Proposal envelope. ATTACHMENT "B" — Non Collusion Affidavit Form. *Must be completed and notarized and included with Work/Technical Proposal envelope. ATTACHMENT "C" — Cost Proposal Form. *Must be completed and included in a separately sealed envelope- do NOT include this with your Work/Technical Proposal. ATTACHMENT "D" — No Conflict of Interest and Non-Discrimination Form. *Must be completed and included with Work/Technical Proposal envelope. ATTACHMENT "E" — Public Integrity / Business Disclosure Form. *Must be completed and included with Work/Technical Proposal envelope. ATTACHMENT "F" -Current FY 19-20 Schedule of Insurance. ATTACHMENT "G" — Sample boilerplate Contract Services Agreement (for reference only) 2. BACKGROUND: The City is self-insured and annually purchases various lines of insurance coverage to minimize the adverse effects of accidental losses and claims against the City. The City is seeking proposals for professional Insurance Brokerage Services to assist in the'management of the City's various insured and self-funded insurance programs. Such services include, but are not limited to the review, analysis, recommendation, and timely placement of all insured and self-funded programs listed below: a. Property, including equipment breakdown/boiler and machinery b. Difference in Condition, Earthquake and Flood C. Excess Comprehensive General and Auto Liability; including employment practices d. Excess Workers' Compensation e. Airport Liability, including TRIA &War f. Village Fest Liability g. Multi Media Professional Liability h. Aircraft Hull & Liability (Aero Squadron) i. Crime, including Public Officials j. Cyber and Data Breach k. Any other coverages requested by the City of Palm Springs or may recommended by the broker as necessary A schedule of insurance coverages, deductibles and premiums paid in the current fiscal year 2019-2020 is included as Attachment "F". The City's current insurance broker is Keenan & Associates, who has been under contract since 2008. This solicitation is not an indication of any dissatisfaction with the current broker, their fees or their services. Given that the current agreement has been extended and in place for over 10 years, it is prudent practice and sound governance to solicit new proposals at this time. Palm Springs lies on the western edge of the Coachella Valley in central Riverside County approximately 107 miles east of Los Angeles. It is within the ecological area known as the Colorado Desert and is 487 feet above sea level. Rising behind the downtown is the impressive Mt. San Jacinto, elevation 10,831 feet. Because it is only a two-hour drive from Los Angeles, Orange and San Diego counties, there are a large number of second homes in Palm Springs. The permanent population is estimated at approximately 48,000 with another 30,000 people living in the City in the winter, bringing the total population to almost 78,000 residents during the winter season. Page 26 of 91 Palm Springs was incorporated as a general law City in 1938, with a council-manager form of government established in 1942. The City adopted a charter in 1994. Effective with the upcoming election in November 2019, the City Council will consist of five residents who are elected by districts, with the position of Mayor rotated annually between the Council Members. The City is organized into 21 departments and operates and maintains a full range of municipal services, including both a Police Department and Fire Department, an International Airport, Waste Water Treatment Plant, Convention Center, Animal Shelter, Library, Fleet Operations shop, Facilities Maintenance shop, and a full municipal parks and recreation program, including a public swimming pool. The City has approximately 500 FTE staff and a FY 2019-20 total budget of $270 million (the operating budget is $245 million) and an investment portfolio of$197 million. The City is self-insured and purchases various lines of insurance each year for additional protection. This insurance is purchased through the use of a professional insurance broker that has full access to the liability, excess workers' compensation, and property and casualty insurance marketplace. 3. SCOPE OF WORK AND SPECIAL REQUIREMENTS: Scope of Work: The Insurance Brokerage Services Scope of Work, as may be modified through negotiation and/or by written addendum, will be made a part of the Agreement. While the exact nature and extent of the services are subject to negotiations, the minimum professional services include, but are not limited to, the following: 15. Act as an independent insurance advisor to the City of Palm Springs and proactively provide ongoing unbiased professional advice and recommendations that benefit the City. 16. Proactively provide ongoing review and analysis of the City's insurance programs and identification of risk transfer and risk financing options. 17. Be familiar with the major exposures of the City 18. Be familiar with the coverages provided by all relevant insurance policies and documents issued to the City. 19. Assure that insurance policies are placed in a timely manner, without lapses in coverage periods, with reputable and financially responsible insurers. 20. Provide service for the insurance policies placed for the City including processing all changes and endorsements and verifying the accuracy of invoices within a reasonable time. 21. Provide early warning of rate and coverage changes or renewal problems through a process to be mutually agreed to with the City. 22. Upon request of the City, but at least once a year, provide a comprehensive report that reviews all of the City's insurance programs. 23. Through a mutually agreed upon process, monitor the City's operations and loss exposures and make any appropriate recommendations for coverage changes or new coverages. 24. Be available to answer questions or obtain answers from underwriters for policy coverage questions. Page 27 of 91 25. Meet with City staff and designated representatives as reasonably requested. 26. Attend and be available to answer questions of City Council during the annual insurance renewal approval. 27. Provide consultation service and written reports as normally expected of a professional broker to a large client. 28. Provide assistance with claims as requested by the City. Assist in analyzing loss exposures from existing and new operations, and determine the appropriate risk management alternatives, including types, availability, cost and extent of coverages that should be considered. Brokerage and consulting services must be provided for annual policy renewals and on an as needed basis. The selected broker must provide a thorough renewal presentation each year with policy recommendations to include an analysis of available alternatives in consideration of City's exposures. Brokerage services must also include market research, policy endorsements, certificates of insurance, and coverage consultation on claims filed against the City. Broker would also advise on a continuing basis, and in a timely manner, of any and all significant matters and developments regarding carrier service issues. We are now in FY 19120 with the current insurance expiring June 30, 2020. All of the City's annual insurance policies are for the period of July 1s'through June 30'". The City expects the broker to intitiate the FY 20121 renewal strategy in mid to late January 2020, followed by the applications submission process in February/March, with marketing conducted in April/May. Indications from the broker are expected to be provided to the City in early to mid-April, with firm quotations in mid-May so that the City Council may vote on the insurance renewal in June, with coverage bound for effective date of July 111 IMPORTANT NOTE: Firms who have a financial interest in a third party administrator, insurance company, servicing company, or other entity which it intends to propose if chosen, must disclose such financial interest and must demonstrate their ability to meet the scope of services independently of such financial interests. Furthermore, firms are advised that the City of Palm Springs expects full transparency of any and all insurance or re-insurance agreements, contract documents, exclusions, disclosures of all participating members of any shared coverages, or any other documentation concerning or relating to the insurance coverage of the City of Palm Springs upon request. Failure to agree to full transparency and document disclosure as stated above shall result in your proposal being deemed unqualified for review. Special Requirements: A. Period of Agreement The selected broker will be appointed as the City's Broker(s) of Record for property/casualty and other insurance as required for a period of three (3) years with two (2) additional one-year options, at the mutual written agreement of the parties. Appointment as Broker of Record creates no right to reappointment or continued service. If negotiations for renewal of this contract are delayed for reasons beyond control of broker, the contract shall automatically be extended under the same terms and conditions until terminated by written notice by either party or by execution of a new contract. Page 28 of 91 B. Policy Review Review policies and other documents in detail within 14 days of receipt of the documents. Check the wording and accuracy of each policy,, binder, certificate, endorsement or other document received from insurers. Ensure that the intended coverage is provided, all coverage, terms, conditions and other wording is complete and accurate, and in compliance with financial arrangements and administrative procedures acceptable to the City. Obtain revisions needed to achieve compliance with coverage request. C. Policy Amendments Process requests for additions or deletions to policies within five business days of receipt. Provide follow up with insurer that the insurer has handled the request. Advise in writing of any changes to insurance policies within 14 days. D. Marketing 9. Monitor expiration dates of policies and provide the City with written notification at least 120 days prior to expiration, including a description of information needed to process the renewal. 10. Develop and implement a marketing strategy, including identifying potential markets, for program renewals at least 120 days before policy expiration. 11. Develop underwriting information and assist in gathering and organizing exposure and loss data for renewals of policies placed. 12. Work with carriers to design policies and programs most advantageous to the City for coverage of exposures, policy form, exclusions, deductibles, self-insured retentions, coordination with other policies, costs and other pertinent factors. 13. Market renewal coverages for the City by obtaining timely and competitive quotations from available and responsible insurers & re-insurers. 14. Provide quotations to the City at least forty five (45) days prior to insurance policy expiration unless otherwise approved by the City. 15. If requested by the City, provide the City with copies of declination letters and all premium quotations received with a summary of coverages explaining deficiencies or benefits of the quote compared to the recommended insurance program. 16. Provide quotations for specialized types of insurance, as requested by the City. E. Claims 7. Assist the City staff, as necessary, with filing claims. 8. Work with outside claims adjustors as necessary. Page 29 of 91 9. Represent the interests of the City in policy interpretation and other negotiations with insurance carriers. 10. Assist the City with review of claim reserves, and represent the City to the insurer with regard to requested explanation or reduction of reserve amounts. Follow-up with insurer as necessary until resolution of any reserve reduction requests are accomplished or until claim is closed. 11. Review all quarterly loss runs for all claims on all coverages. Evaluate loss history for trends or other indicators that might dictate changes in coverage strategy, deductibles, retentions or limits. 12. Provide annual summaries by policy year for each of the last five years indicating total number of losses by type for each line of coverage and showing earned premium, incurred losses and loss ratio. F. Certificates of Insurance Issue certificates of insurance within three (3) business days following the date of request. G. Contract Review Review contracts and lease agreements as requested and notify the City whether the insurance programs of the City are in compliance with insurance requirements of contracts and/or agreements. H. Legal Compliance Comply with all State and Federal laws and regulations pertaining to insurance brokers licensed in the State of California. 4. MINIMUM QUALIFICATIONS AND PROPOSAL REQUIREMENTS: Please note: this RFP cannot identify each specific, individual task required to successfully and completely implement this project. The City of Palm Springs relies on the professionalism and competence of the selected firm to be knowledgeable of the general areas identified in the scope of work and to include in its proposal all required tasks and subtasks, personnel commitments, man-hours, direct and indirect costs, etc. The City of Palm Springs will not approve addenda to the selected firm's agreement which do not involve a substantial change from the general scope of work identified in this RFP. Minimum Qualifications: All firms submitting a, proposal shall meet the following minimum qualification requirements in order to be considered: • Shall be licensed as insurance brokers in the State of California. A copy of current valid license is to be provided with response; Page 30 of 91 • Shall have at least 5 (five) years of experience in providing brokerage and property and liability claims administration services to municipalities; • Shall have the ability to place all lines of coverage currently purchased by the City, or that may be appropriate for the City. • Shall state in the cover letter that they agree to full transparency of any and all insurance or re-insurance agreements, contract documents, exclusions, disclosures of all participating members of any shared coverages, or any other documentation concerning or relating to the insurance coverage of the City of Palm Springs upon request. In addition;all firms shall have at minimum: 1. At least ten (10) years of experience with commercial insurance policies. 2. At least ten (10) years of experience working with governmental entities. 3. No prior history of corrective action with the California Department of Insurance. Firms are required to submit evidence of each of the above Minimum Qualifications, along with a Cover Letter in the front of their proposal. Only proposals from those firms that meet ALL of the above Minimum Qualifications will receive full review and consideration of the Evaluation Committee. This part of the submittal is Pass or Fail — there are no points. Only those firms that Pass ALL of the minimum qualifications above will qualify to have their proposal fully evaluated based upon the Criteria set forth below in the RFP. 5. SELECTION PROCESS: This solicitation has been developed in the Request for Proposals (RFP) format. Accordingly, proposers should take note that multiple factors as identified in the RFP will be considered by the Evaluation Committee to determine which proposal best meets the requirements set forth in the RFP document. PRICE ALONE WILL NOT BE THE SOLE DETERMINING CRITERIA. The City shall review the proposals submitted in reply to this RFP, and a limited number of firms may be invited to make a formal presentation at a future date if desired by the City. The format, selection criteria and date of the presentation will be established at the time of short listing, if conducted. 6. PROPOSAL EVALUATION CRITERIA: For only those firms that met, and Passed, all of the Minimum Qualifications as set forth above, an Evaluation Committee, using the following evaluation criteria for this RFP, will evaluate all responsive proposals to this RFP. Firms are requested to submit their proposals so that they correspond to and are identified with the following specific evaluation criteria (100 total points possible): A. Personnel Qualifications / Firm Organization and References - (30 POINTS) Qualifications and experience of the staff assigned to manage and provide insurance brokerage services to the City. Knowledge of and experience with public entity programs and markets; ability to identify and respond to the exposures of the City; ability to design a responsive and cost effective program; demonstrated ability to represent the City's interests above the interests of a single carrier, service provider, or intermediary; technical expertise and experience of the principals and support staff; depth of resources; proven track record with entities of similar size and coverage; leverage in the insurance marketplace; and relationships with carriers. Page 31 of 91 B. Conceptual Plan (35 POINTS) - Proposed work approach, addressing all aspects of the Scope of Work and Special Requirements as defined in the RFP, including a Conceptual Plan of how the proposed insurance program for the City would be structured. Demonstrated service standards; process for ensuring client satisfaction; proposed marketing plan and strategy; claims assistance plan and approach to all other regular and routine tasks as required. C. Local Preference (5 POINTS) Firms that qualify as a Local Business, or employ local sub-consultants, and submit a valid business license as more fully set forth in Section F.1 below, pursuant to the City of Palm Springs Local Preference Ordinance 1756). The full local preference, five (5) points, may[ be awarded to those that qualify as a Local Business. Two (2) points may be awarded to a non-local business that employs or retains local residents and/or firms for this project. Non-local firms that do not employ or retain any local residents and/or firms for this project shall earn zero (0) points for this criteria. D. Contract Fees (30 POINTS) -A final contract shall be negotiated with the selected firm on the basis of the submitted cost proposal/contract fees and in consideration of reasonable and mutually agreed costs'and time requirements. PRIOR CITY WORK If your firm has prior experience working with the City DO NOT assume this prior work is known to the evaluation committee. All firms are evaluated solely on the information contained in their proposal, information obtained from references, and presentations if requested. All proposals must be prepared as if the evaluation committee has no knowledge of the firm, their qualifications or past'projects. 7. PROPOSAL CONTENTS: Firms are requested to format their proposals so that responses correspond directly to, and are identified with, the specific evaluation criteria stated in Section 6 above. The proposals must be in an 8 '/z X 11 format, minimum 10pt font size, minimum %" margins, and may be no more than a total of thirty (30) sheets of paper, which may be double-sided, including cover letters, the minimum qualifications, organization charts, staff resumes, appendices, and any exceptions to the language in the sample agreement, or to the insurance requirements. NOTE: Front and Back Covers, Dividers, Attachments "A", "B", "D", "E", and Addenda acknowledgments, and the Contract Fees ('in a separate sealed envelope) do NOT count toward the limit (everything else does). Interested firms shall submit SIX (6) copies (one marked "Original" plus five (5) copies) of BOTH your Qualifications/Conceptual Plan Proposal and your Contract Fees, and one (1) Thumb Drive or CD of the entire proposal (including the Contract Fees), by the deadline. All proposals shall be sealed within one package and be clearly marked, "RFP #02-20, REQUESTS FOR PROPOSALS FOR INSURANCE BROKERAGE SERVICES". Within the sealed proposal package, the Contract Fees shall be separately sealed from the Qualifications/Conceptual Plan. Proposals not meeting the above criteria may be found to be non-responsive. EACH PROPOSAL PACKAGE MUST INCLUDE TWO (2) SEPARATELY SEALED ENVELOPES: Envelope #1, clearly marked "Qualifications/Conceptual Plan", shall include the following items: Page 32 of 91 • Completed Signature authorization and Addenda Acknowledgment (see Attachment A) • Completed, and notarized, Affidavit of Non-Collusion (see Attachment B) • If applicable, your specific request for Local Preference (reference Attachment A) and a copy of a valid business license from a jurisdiction in the Coachella Valley. • Completed.No Conflict of Interest and Non-Discrimination Form (Attachment D) • Completed Business Disclosure Form (Attachment E) In addition to the items above, at a minimum, firms must provide the information identified below. All such information shall be presented in a format that directly corresponds to the numbering scheme identified here. QUALIFICATIONS. CONCEPTUAL PLAN. and LOCAL PREFERENCE: The Qualifications/Conceptual Plan (Envelope #1) shall be clearly marked and shall include all of the information below: QUALIFICATIONS: 1. Letter of Transmittal 2. Personnel: Provide the name, title, brief resume and qualifications of all personnel who will be assigned to this program, including the primary management contact and all person(s) responsible for day-to-day work on the account. 3. Firm Organization a. Name of firm, date established, approximate revenue and approximate number of employees. b. Whether the firm is local, national or international. c. Location of office to serve the City d. Number of years firm has been in business under the present name, as well as related prior business names. e. Describe structure and ownership of firm. State whether the firm is an individual proprietorship, partnership, limited liability company, corporation or joint venture. f. State all financial interests in other lines of business and/or entities. g. Describe the range of services provided by firm and the qualifications of the firm to provide the services desired in this RFP to the City. h. Give the name(s) of the person(s) who will be authorized to make representations for firm, titles, addresses and telephone numbers. i. The number of individuals available to provide direct service to The City. j. If there are any judgments, claims or suits pending or outstanding by or against your firm, details must be submitted on a separate sheet. k. List all lawsuits that have been filed by or against your firm in the last five (5) years. Page 33 of 91 4. References: Five (5) current references of public agencies including: • Organization Name, Address and Telephone Number • Name of Current Contact Person in Agency and their current phone number and email address. CONCEPTUAL PLAN: In addition to the above, the proposal shall include the following: 1. A brief synopsis of how the firm's experience and approach are best suited to meet the insurance needs of the City. Indicate features, skills, or services that distinguish the firm and make it the best choice for the City. 2. Description of methods employed to obtain and disseminate information about current local, statewide and national legislation, trends, new services, new concepts to the account team who would service this account. 3. Examples of firm's leadership, creativity and innovation that was a benefit to its customers. 4. Explanation of any services described in the RFP that cannot be provided. 5. Describe potential designs of how the insurance program could be structured. Include discussions of risk analysis, design of coverage forms, use of deductibles, self-insured retentions or other alternative risk financing, layering of primary and excess coverage (if applicable), use of manuscript policies, and any services available or to be provided by insurers as part of the insurance placements. Describe how the marketplace would be approached, whether directly or through surplus lines facilities, brokerage firms, foreign brokers, reinsurance intermediaries, etc. Specifically describe involvement in reinsurance or excess insurance arrangements. 6. Describe the activities and services that would be provided to the City as part of the broker agreement. If available, include descriptions of support that would be provided in such areas as loss control, risk financing, risk analysis and other related services. LOCAL PREFERENCE: Pursuant to the City of Palm Springs Local Preference Ordinance 1756, in awarding contracts for services, including consultant services, preference to a Local Business shall be given whenever practicable and to the extent consistent with the law and interests of the public. The term "Local Business" is defined as a vendor, contractor, or consultant who has a valid physical business address located within the Coachella Valley, at least six months prior to bid or proposal opening date, from which the vendor, contractor, or consultant operates or performs business on a day-to-day basis, and holds a valid business license by a jurisdiction located in the Coachella Valley. "Coachella Valley" is defined as the area between the Salton Sea on the south, the San Jacinto and Santa Rosa Mountains on the west, and the Little San Bernardino Mountains on the east and north. For the purposes of this definition, "Coachella Valley" Page 34 of 91 includes the cities of Beaumont and Banning and the unincorporated areas between Banning and the City of Palm Springs. Post office boxes are not verifiable and shall not be used for the purpose of establishing such physical address. The consultant will also, to the extent legally possible, solicit applications for employment and proposals for subcontractors and subconsultants for work associated with the proposed contract from local residents and firms as opportunities occur and hire qualified local residents and firms whenever feasible. In order for a business to be eligible to claim the preference, the business MUST request the preference in the Solicitation response (see Attachment A) and provide a copy of its current business license (or of those it employs for this project) from a jurisdiction in the Coachella Valley. A non-local business that requests the preference based on employing local residents must provide proof of full-time primary residency from a jurisdiction in the Coachella Valley with the proposal. The City reserves the right to determine eligibility. List all team members with local expertise. Clearly define their role in the overall project. CONTRACT FEES PROPOSAL: The Contract Fees Proposal — USE ATTACHMENT "C" - (Envelope #2) shall be clearly marked in a separately sealed envelope with 6 copies (1 marked "Original"): It is anticipated the brokerage firm will be paid for all services on a fixed annual fee. Such fee should be a base fee for services and should assume that the broker is not entitled to any commissions for any coverage procured on behalf of the City. Any exceptions to this requirement should be noted in the proposal. In the event that a particular insurance company whose coverage is most advantageous to the City will not write coverage net of commission, commissions received for coverages procured by the broker shall be disclosed and credited against the fees. Such fees and commissions will be subject to audit at the discretion of the City. The annual Contract Fee proposal should be defined for each of the 5 years of the potential agreement (3 years plus'2 one year optional renewals), defined as: FY 20121 renewal: $ FY 21122 renewal: $ FY 22/23 renewal: $ FY 23/24 renewal: $ FY 24125 renewal: $ Grand Total for 5 years: $ We are now in our City's FY 19/20 with the current insurance policies expiring June 30, 2020. All of the City's annual insurance policies are for our fiscal year, which is the period of July 1s' through June 30"'. The City expects the insurance broker to initiate the FY 20/21 renewal strategy in mid to late January 2020, followed by the applications submission process in February/March, with marketing conducted in April/May. Indications from the broker are expected to be provided to the City in early to mid-April, with firm quotations in mid-May so that the City Council may vote on the insurance renewal in June, with coverage bound for effective date of July 1s' Page 35 of 91 Failure to use the Contract Fees Proposal form (Attachment "C") provided by the City WILL be cause for rejection of a proposal. Do NOT include Attachments "A", "B", "D", or "E" in the Contract Fees Proposal, Envelope #2,. Attachments "A", 'B", "D", and "E" are to be included in Envelope #1, "Qualifications/Conceptual Plan". 8. GENERAL AND SPECIAL CONDITIONS: DEADLINE FOR SUBMISSION OF PROPOSALS: Proposals will be received in the City of Palm Springs, Office of Procurement and Contracting until 3:00 P.M., LOCAL TIME, THURSDAY, OCTOBER 10, 2019. Proof of receipt before the deadline is a City of Palm Springs, Office of Procurement and Contracting time/date stamp. It is the responsibility of the firms replying to this RFP to see that any proposal sent through the mail, or via any other delivery method, shall have sufficient time to be received by the Procurement Office prior to the proposal due date and time. Late proposals will be returned to the firm unopened. Proposals shall be clearly marked and identified and must be submitted to: City of Palm Springs Procurement and Contracting Department 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Craig Gladders, C.P.M., Procurement & Contracting Manager QUESTIONS: Firms, their representatives, agents or anyone else acting on their behalf are specifically directed NOT to contact any city employee, commission member, committee member, council member, or other agency employee or associate for any purpose related to this RFP other than as directed below. Contact with anyone other than as directed below WILL be cause for rejection of a proposal. Any questions, technical or otherwise, pertaining to this RFP must be submitted IN WRITING and directed ONLY to: Craig Gladders, C.P.M. Procurement& Contracting Manager 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 via FAX (760) 323-8238 or via EMAIL: Craig.GIadders0)Palm springsca.gov Interpretations or clarifications considered necessary in response to such questions will be resolved by the issuance of formal Addenda to the .RFP. The deadline for all questions is 3:00 P.M., Local Time, Wednesday, October 2, 2019. Questions received after this date and time may not be answered. Only questions that have been resolved by formal written Addenda via the Division of Procurement and Contracting will be binding. Oral and other interpretations or clarifications will be without legal or contractual effect. FORM OF AGREEMENT: The selected firm will be required to enter into a contractual agreement, inclusive of insurance requirements, with the City of Palm Springs in accordance with the standard Contract Services Agreement (see Attachment "G"). Please note that the Exhibits are intentionally not complete in the attached sample standard document. These Page 36 of 91 exhibits will be negotiated with the selected firm, and will appear in the final Contract Services Agreement executed between the parties. We specifically draw your attention to the language in the sections of the sample contractual agreement attached entitled "Conflict of Interest" and "Covenants Against Discrimination" and recommend all firms carefully consider these.contractual requirements prior to submitting a proposal in response to this RFP. Firms that submit a proposal in response to this RFP shall certify the following: a) Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant 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. b) 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. Failure or refusal to enter into an Agreement as herein provided or to conform to any of the stipulated requirements in connection therewith shall be just cause for an annulment of the award. If the highest ranked Proposer refuses or fails to execute the Agreement, or negotiations are not successful, or the agreement is terminated, the City may, at its sole discretion, enter negotiations with and award the Contract to the second highest ranked Proposer, and so on. TERM: The term of the agreement that is awarded as a result of this RFP shall be in effect for three (3) years with two (2) additional one-year optional extensions. AWARD OF CONTRACT: It is the City's intent to award a contract to the firm that can provide all of the scope of work and services identified in the RFP document. However, the City reserves the right to award a contract, or to make no award, whichever is in the best interest of the City. It is anticipated that award of the contract will occur at the next regularly scheduled City Council meeting after the evaluation committee has made its final selection of the firm to be Page 37 of 91 recommended for award and a contract has been negotiated and agendized for consideration. The decision of the City Council will be final. RIGHT TO ACCEPT OR REJECT PROPOSALS: The City of Palm Springs reserves the right to waive any informality or technical defect in a proposal and to accept or reject, in whole or in part, any or all proposals and to cancel all or part of this RFP and seek new proposals, as best serves the interests of the City. The City furthermore reserves the right to contract separately with others certain tasks if deemed in the best interest of the City. INSURANCE: Insurance provisions are contained in the Standard Contract Services sample agreement included in the RFP. The successful Proposer will be required to comply with these provisions. It is recommended that Proposers have their insurance provider review the insurance provisions BEFORE they submit their proposal. RESPONSIBILITY OF PROPOSER: All firms responding to this RFP shall be responsible. If it is found that a firm is irresponsible (e.g., has not paid taxes, is not a legal entity, submitted an RFP without an authorized signature, falsified any information in the proposal package, etc.), the proposal shall be rejected. PUBLIC RECORD: All documents submitted in response to this solicitation will become the property of the City of Palm Springs and are subject to the California Code Section 6250 et seq., commonly known as the Public Records Act. Information contained in the documents, or any other materials associated with the solicitation, pursuant to CA Government Code 6255 during the negotiation process, may be made public after the City's negotiations are completed, and staff has agendized the recommendation to the City Council for the award of a contract to a specific firm, but before final action is taken by the City Council to award the contract. (1)Although the California Public Records Act ("CPRA") recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information submitted in a proposal is a trade secret. If a request is made for information marked "Confidential," "Trade Secret," Proprietary," or any other similar designation, the City will provide the party submitting such information with reasonable notice to allow the party to seek protection from disclosure by a court of competent jurisdiction. (2) (3) If a submitting party contends that a portion of the proposal is confidential even under the CPRA, the party: 1) must clearly label each document and/or page deemed a confidential document 2) the legal rationale supporting such contention including specific references to applicable provisions of the Public Records laws of the State 3) must actively defend against any request for disclosure of information which the party has determined should not be released, and 4) must indemnify and hold harmless the City from any loss, claim or suit, including attorneys' fees, brought by a person challenging the City's refusal to release the documents. The City will not, under any circumstances, incur any expenses, or be responsible for any damages or losses incurred by a party submitting a proposal or any other person or entity, because of the release of such information. The City will not return the original or any copies of the proposal or other information or documents submitted to the City as part of this RFP process. NOTE THAT THE CITY MAY NOT RECOGNIZE PROPOSALS WHERE ALL OF THE INFORMATION, VIA A BLANKET STATEMENT; IS SUBMITTED AS PROPRIETARY INFORMATION OR A TRADE SECRET. SUCH PROPOSALS MAY BE FOUND NON-RESPONSIVE. Page 38 of 91 (4) COST RELATED TO PROPOSAL PREPARATION: The City will NOT be responsible for any costs incurred by any firm responding to this RFP in the preparation of their proposal or participation in any presentation if requested, or any other aspects of the entire RFP process. COMPLIANCE WITH LAW: Proposer warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. LICENSES, PERMITS, FEES, AND ASSESSMENTS: Proposer represents and warrants to City that it will obtain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services requested in this RFP. Proposer represents and warrants to City that Proposer shall, at its sole cost and expense, keep in effect at all times during the term of the Agreement if so awarded, any license, permit, qualification, or approval that is legally required for Proposer to perform the Work and Services under the Agreement if so awarded. Proposer shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Proposer's performance of the Work and Services required under the Agreement if so awarded. Proposer shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law. BUSINESS LICENSE: The selected firm will be required to be licensed in accordance with the City of Palm Springs Business License Ordinance, Municipal Code Chapter 3.40 through 3.96, entitled "Business Tax". INVESTIGATIONS: The City reserves the right to make such investigations as it deems necessary to determine the ability of the firms responding to this RFP to perform the Work and the firm shall furnish to the City all such information and data for this purpose as the City may request. The City reserves the right to reject any proposal if the evidence submitted by or investigation of such firm fails to satisfy the City that such firm is properly qualified to carry out the obligations of the Contract and to complete the Work contemplated therein. (6) NONCOLLUSION: The undersigned, by submission of this Proposal Form, hereby declares that this Proposal is made without collusion with any other business making any other Proposal, or which otherwise would make a Proposal. Proposer must execute an Affidavit of Non-Collusion provided as Attachment "B" in the RFP and include it with their proposal. PROPOSALS TO REMAIN OPEN: The Proposer shall guarantee that all contents of their proposal shall be valid for a period of 120 calendar days from the due date of proposals. OTHER PUBLIC AGENCY "PIGGYBACK" CLAUSE": It is intended that any other public agency, at the mutual consent of both parties and consistent with the public agency's policies and procedures, be permitted to purchase under the terms submitted in response to this procurement. Any participating agency shall take sole responsibility for the placing of orders, arranging for delivery and or services, and making payments to the vendor, contractor, or consultant. The City of Palm Springs will not be liable or responsible for any obligations, including but not limited to financial responsibility, in connection with the participation by other public agencies. Page 39 of 91 SIGNED PROPOSAL AND EXCEPTIONS: Submission of a signed proposal will be interpreted to mean that the firm responding to this RFP has hereby agreed to all the terms and conditions set forth in all of the sheets which make up this Request for Proposals, and any attached sample agreement. Exceptions to any of the language in either the RFP documents or attached sample agreement, including the insurance requirements, must be included in the proposal and clearly defined. Exceptions to the City's RFP document or standard boilerplate language, insurance requirements, terms or conditions may be considered in the evaluation process; however, the City makes no guarantee that any exceptions will be approved. Page 40 of 91 EXHIBIT "C" CONSULTANT'S PROPOSAL Page 41 of 91 Response to REQUEST FOR PROPOSAL Professional Insurance Brokerage Services Qualifications/Conceptual Plan RFP #02-20 City of Palm Springs October 10, 2019 Presented By John Stephens,Senior Vice President,P&C Public Agency 2355 Crenshaw Blvd,Suite 200 Torrance,CA 90501 949.940.1760,ext.5161 I i (� r, v -Keenan&.M91. Page 42 of 91. TITLE PAGE CrrY OF PALM SPRINGS Professional Insurance Brokerage Services Qualifications/Conceptual Plan RFP #02-20 October 10, 2019 Presented By: Keenan John Stephens Senior Vice President,P&C Public Agency 2355 Crenshaw Blvd,Suite 200 Torrance,CA 90501 Phone: 949.940.1760,ext.5161 E-mail: istenhens(@..keenan.com Keenan License No. o451271 Innovative Soltuions. Enduring Principles. a Page 43 of 91 TABLE OF CONTENTS COVERLETTER..................................................................................................................V MINIMUM QUALIFICATIONS..............................................................................................1 QUALIFICATIONS.........:......................................................................................................3 PERSONNEL......................................................................................................................3 FIRMORGANIZATION.......................................................................................................5 REFERENCES....................................................................................................................8 CONCEPTUALPLAN..........................................................................................................11 SCOPE OF WORK:.......................................................—*....*.......**.....***......*.........*......... ORK:........................................................................................................... 11 SPECIAL REQUIREMENTS:............................................................................................... 16 A. PEIUOD OF AGREEMENT......................................................................................... 16 B. POLICY REVIEW....................................................................................................:16 C. POI.ICYAMENDMENTS........................................................................................... 16 D. MARKETING........................................................................................................... 16 E. CLAIMS.................................................................................................................. 19 F. CERTIFICATES OFINSURANCE................................................................................20 G. CONrRACTREvIEw...............................................................................................21 H. LEGAL COMPLIANCE..............................................................................................21 ADDITIONAL REQUIRED RESPONSES..............................................................................21 SERVICES AVAILABLE AT ADDITIONAL COST...............................................................29 LOCALPREFERENCE........................................................................................................33 REQUIRED ATTACHMENTS...............................................................................................35 Keenan _.._� /Icelase No. 045127I Innoval'ive Solution. Tnduring Principles. Page 44 of 91 K(T'( o/J 2355 Crenshaw B . 310.212.3344 e,2,nan Suite 200 310.328.6793 fax Main Torrance,CA 90501 w keenanxom A'sia_r_ir� License#0451271 COVER LETTER October 10,2019 City of Palm Springs Attn:Mr.Craig L. Gladders,C.P.M. Procurement and Contracting Manager 3200 E.Tahquitz Canyon Way Palm Springs,CA 92262 Dear Mr.Gladders, Thank you for the invitation to participate in the RFP for professional Insurance Brokerage Services for the City of Palm Springs.We are proud to have been the City's insurance broker for the past ten years and confident that the City has found that ourcapabilities over the years represent the highest level of service available to the City.A couple examples include: • Reduced Premiums:We've delivered significant premium reductions by restructuring the City's program while continuing to broaden the City's coverage wherever possible. • Reduced Retentions:We reduced the City's workers' compensation self-insured retention from$2M to$IM per occurrence while continuing to deliver cost savings. • Negotiated Claim Settlements:We negotiated a very complex property loss with the carrier resulting in over a SIM of claim coverage that was excluded from the policy. • Resource for the City: Our in-house resources include access to risk management technology where City employees have completed nearly 1,500 online safety trainings. Our proposal provides a more in-depth detail of how we we've accomplished such results.Thank you for the opportunity to continue to be of service to the City of Palm Springs.We look forward to continuing our partnership with the City for Insurance Brokerage Services. Sincerely, John Stephens Senior Vice President Page 45 of 91 MINIMUM QUALIFICATIONS All firms submitting a proposal shall meet the folloying minimnu t qualification requirements in order to be considered: Keenan meets all of the Minimum Qualifications,as noted below. • Steal( be licensed as insurance brokers in the State of California. A copy of current valid license is to be provided with response; Keenan's Department of Insurance License Number is 0451271.A copy of our license is included in the Required Attachments. • .Shall have at least S (five) years of experience in providing brokerage and property and liability clains administration services to municipalities; Keenan has specialized exclusively with public agencies since our inception in 1972. We have been the broker/consultant forthe City of Palm Springs for more than 10 years along with over 24 agencies in Riverside County, your local school district Palm Springs USD and the Palm Springs Convention Center. • Shall hire the ability to place all lines of coverage currently purchased by fire City,or that may he appropriate for the City. We have this ability and as the current broker/consultant for the City of Palm Springs, we have demonstrated this ability to place all lines of coverage required by the City. • Shall state in the corer letter that thc0v agree to full transpareney of any and all insurance or re-insurance agreements, contract documents, exclusions, disclosures of all participating meinbees of any.shared coverages, or any other documentation concerning or relating to the insurance coverage of the City of Pnln Springs upon request. As indicated in the cover letter,we agree to full transparency of any and all insurance or re-insurance agreements, contract documents, exclusions, disclosures of all participating members of any shared coverages,or any other documentation concerning or relating to the insurance coverage of the City of Palm Springs upon request. In addition,all fires shall have at mininrmn: -L At least ten (10)years of experience with couunercial insurance policies. Keenan has more than 47 years of experience placing commercial insurance policies. Keenan License No. O4S1211 Innvvalive Snlilinns. Enduring Principles. Page 46 of 91 r' 2. At least ten(10)years of experience working ivith governmental entities. Keenan has worked exclusively with public agencies since our inception in 1972 J. No prior history of corrective action with the California Department of Insurance. Keenan has no prior history of corrective action with the California Department of Insurance. Finns are required to submit evidence of each of the above ALlininnan Qualifhcations, along with a Cover Letter in the front of their proposal. Only proposals from those firms that meet ALL of fire above Minimum Qualifications wiA receive full review and consideration of tire Evaluation Committee 77sis part of the submittal is Pass or Fail— there are no points.Only thane firms that Pass ALL ofthe mininuun qualifications above twill gttalify to have their proposal fftMy evaluated based upon the Criteria set forth h elm v in the RFR October 10,2019 We have provided the necessary information in the cover letter and minimum qualifications. Keenan License No. 0451271 Innovative Solutions. Enduring Principles. -_,....i� ,iA,, Page 47 of 91 QUALIFICATIONS Qualifications told experience of the staff assigned to ttnurge and provide insurance brokerage.services to the 00%Knavtedge of and experience with public entity progrants and narkels;ability to identify and respond to the exposures of the City;ability to design a responsive and cost effective progran; demonstrated ahiliq, to represent the City's interests above the interests of a single carrier, service provider. or intermediary; technical expertise and evperience of file principals and .support staff- depth of resources;proven track record with entities ofsinilar size and coverage;leverage in the insurance marketplace;and relationships with carriers. PERSONNEL Provide the name, title, brief resume and qualifications of all personnel who will be assigned to this prograaq including the primary•nanagentent contact and all person(,) responsible for day-to-day work on the account. The following Key Personnel will support the City of Palm Springs. Service Team • John Stephens—Public Agency Practice Leader,Primary Management Contact • Vanessa Peim—Account Executive,Day-to-Day contact support • Monica Nlojarro—Account Manager,Day-to-Day contact support • Jessica Blushi—Casualty Placement Specialist • Wiski-LinnetteLee—PropertyPlacementSpecialist • RenaSvetic—Ancillary/DIC Placement Specialist • Adolph Hernandez—Property&Liability Claims Specialist Following are bios for these Key Personnel: i John has been in the Insurance and Risk Management industry for 28 years.John is a Senior Vice President and oversees the Property& Casualty Public Agency Practice which includes approximately 600 California Public Agencies and 40 Joint.Powers J Authorities.In addition to being the lead consultant and broker for the City,John works directly with the insurance and reinsurance marketplace in U.S.,Bermuda,London and other domiciles on behalf of Keenan and the City. John has both Fire & Casualty as well as Life & Health licenses in the State of California. John graduated with a Bachelor of Science degree in Business Administration from California Lutheran University. 3 �t Keenan License No. 045127I bmovalive Soltdions. Entiuring Principles. Page 48 of 91 Vanessa Pena, Account Executive,joined Keenan in 2010. Vanessa has been in the insurance industry since 1997 and has expertise with account management, market placement and construction programs. Over the past nine years Vanessa has been working exclusively with California public agencies by helping manage their risks specializing in areas of insurance, re-insurance, self-insurance and risk management consultative services.Vanessa is responsible for account management, operations and business development of municipalities, special districts and public agencies in Southern California. Vanessa is a graduate of the University of Redlands with a Bachelor of Science degree in Business. She is a licensed Fire & Casualty Agent/Broker and has earned a professional designation as Construction Risk Insurance Specialist(CRIS)and Associate in Insurance Service(AIS). Monica Mcjarro joined Keenan in 2011 and provided administrative and internal account support to the Vice President of Property&Casualty and the P&C Integrated Service Team.As Account Manager,she provides customer service to our municipality clients throughout our Southern California territory. Monica is responsible for day to day client servicing, including: policy renewal preparation and submission, risk management and coverage inquires.Monica is a graduate of California State University Long Beach, and she obtained her Master's Degree in Public Administration with a concentration in employer/employee relations. Monica is a licensed Property & Casualty Broker/Agent. t � Jessica has been helping California public agencies manage their risks for over 15 years.Jessica specializes in the areas of insurance,re-insurance,self-insurance and risk management. Prior to joining Keenan,Jessica's industry experience included serving as an account manager with Alliant Insurance Services specializing in large municipal accounts. Jessica's experience in the self-insurance and risk management areas was further developed when she served as the Underwriting Manager for CSAC Excess Insurance Authority where she was very involved in CSAC EIA's administration of the JPA's Property and Casualty Programs. Jessica supervised the underwriting staff, provided oversight of prospective member underwriting and cost allocation models, and also provided risk management consulting and other member services. Jessica has also served as a pool administration and risk management consultant with Bickmore Risk Services. Jessica studied Business Administration at California State University, Fullerton and maintains a Fire and Casualty Insurance Broker's license. g Keenn l.Jce,cse No..9-!5l2;1 Innovative SoGuiats•. ]ndtding Principles. 'ts�as.lrFr, Page 49 of 91 Prior to joining Keenan,Wiski was the Lead Property Program Specialist for 12 years on the CSAC EIA Property Program and the Assistant APIP Program Coordinator for 2 years with Alliant.Her background includes complex California property and flood placements. She understands the intricacies of the property marketplace and would be exclusive to the City's property placement.Wiski is a licensed Fire and Casualty Insurance Broker license and a graduate of the University of Redlands with a Bachelor of Arts in Government, English Literature. 0 Rena Svetic has a wide range of expertise within the insurance industry, where .she currently specializes in Public Agency placement of earthquake coverage and ancillary lines of business. She joined Keenan in 2002 and led the streamlining of the Property and Casualty appraisal process for public agencies. As business liaison for Online Client Applications, she worked with IT on program development, simplified the communication process, and conducted trainings. In her role as Marketing Sr. Account Manager,placement of earthquake, crime, cyber, management liability, and storage tank coverages became her niche. Rena holds a Bachelor Degree in Business Administration and the Insurance designations of AINS and ARM. Adolph Hernandez, Senior Claims Examiner — Municipalities, has been in the insurance industry for over 27 years,with experience in handling Property&Liability, Construction Defect, Home Owners and Commercial Liability claims. Adolph's insurance career started out at Aetna,and he served as Assistant Vice President/Branch Manager at Carl Warren & Co., Regional Vice President for George Hills Co., and Manager National Complex Casualty Claims for Crawford Global Technical Services. . Adolph graduated from the University of Redlands with a Bachelor of Arts in Sociology. Fimm ORGANIZATION m Name of firm, duce established, upproximare revenue and approximate number of employees. Keenan&Associates t December 2, 1972 $210 million(Parent company,AssuredParmers has annual revenue in excess of$1.3 billion) 751 5 y Keenan License No. 04512,1 1nnovattve Solntions. Enduring Principles. ianrl t., Page 50 of 91 b. Whether the firm is local,national or internationah Keenan is a regional firm providing support to California public agencies and healthcare organizations;we are part of a national firm that represents business across the United States,Canada and London. - c Location of office to sense the Ch), John Stephens will be the lead consultant with dedicated services to be provided out of Keenan's Riverside office, along with additional support from Keenan's corporate offices in Torrance,California.Following are the contact information for these offices. i i 1 i 1 2355 Crenshaw Bhd,Suite 200 4204 Riverwalk Pkwy Suite 400 Torance CA 90501 Riverside CA 92505 L _ Phone 800.654.8102 _jL__ Phone 800.6548347 rL Nuutber of}•eats firm b2s been in bnsittess muter the present naurg ns rvell as related prior business names. Keenan has been in business for 47 years. e- Describe structure and ownership offrrm.Stote whether the firm is an individual proprieforship, partnership, limited liability co ipany, corporation or joint venture. Keenan is a California C Corporation. In April 2017 Keenan joined AssuredPartners, Inc.AssuredPartners,is privately held and acquires and invests in insurance brokerage businesses (property and casualty, employee benefits, surety and MGUs) across the United States,Canada and in London. Founded in March of 2011,AssuredPartners is ,one of the fastest growing insurance brokerages and has grown to more than$13 billion in annualized revenue with 180 offices throughout the United States, Canada and London.Keenan is the public entity leader for AssuredPartners and provides national public entity expertise. We have a national footprint to help us negotiate the most favorable coverage terms and conditions for our clients and allows us to provide an even broader spectrum of public entity risk management support services. f State all ftnttneiul interests iu other lines of business anaUor entities. Keenan&Associates is a full-service brokerage,claims administration and consulting firm.We do not own a wholesaler,nor do we have any financial interests in any other firms. We own and operate Meritage Insurance Group; a Hawaiian captive owned 100% by Keenan. Its purpose is to assume a portion of the risk of various products, solely at the direction and request of various public agency pools we serve. None of this applies to the City of Palm Springs. 6 ` 1 Keenan License No. 04512,71 Innovalive Solutions. h'nalurina 1rinciples. Page 51 of 91 g. Describe the range ofsenicespraridedbyf+rmandthe qualifications ofthefiror to provide the ser ices desired in this RFP to the City. Keenan provides high quality,innovative products and services that add value,increase reliability and provide financial security for our clients'property and liability,workers' compensation, and employee benefits programs. Our services include, Broad Risk Management Services; Claims Administration Services; Full Range of Insurance Broker Services; JPA Management and Consulting; Risk Management and Loss Control Consulting and Services and Financial Analysis and Planning for Creative Funding Options. We provide services to over 700 California public agencies which enables us to have an innate understanding of the unique issues facing the City of Palm Springs. Our services include in-house capabilities in all areas.We believe this integrated approach lends itself to providing consultative expertise to clients electing to handle services in- house, providing the services directly at our clients' request, or more effectively overseeing other vendors for better coordinated, more efficient, and less costly programs. We represent the largest exposure and loss database of California public agencies.We' place insurance covering more than $85 billion of insured values and more than $15 billion in covered payroll. In Give t/re mmme(s)ofthe person(s)Ivho Ivill be nutlmrized to crake representations forfrnn,titles,addresses and telephone numbers. John Stephens and Vanessa Pena are authorized to represent Keenan in discussions related to negotiating and binding coverage for the City. Following are their contact details: John Stepheits 'Vanessa Retia 901 Calle Amanecer,Suite 200 4204 Riverwalk Pkwy�Suite 400 � San Clemente,CA 92673 _ Riverside CA 92505 1 949 940.1760 e t.5161 F Phone;800,654.8347,ext 1169 T Email;jsteohens(rD.keenan.com EmaiC'voenarr7ikeenancom Additionally, members of Keenan's Executive Leadership Team may also sign contracts on behalf of Keenan.Following are several members of Keenan's Board of Directors/Executive Team: • Sean K.Smith,Chief Executive Officer • David Seres,Chief Operating Officer • Keith Pippard,Corporate Secretary • John Stephens,Sr.Vice President • Jenise Tomasello,Senior Vice President 7 Keenan License No. 045/271 Innovative 56haions. Y.nduring Principles. Page 52 of 91 i. The nut nber of individuals available to provide direct.serrice to Tire Cit,•. We will provide all sorts of Corporate resources,though the primary service model for the City includes a dedicated team consisting of the seven representatives previously identified on Pages 6-8. Each member of the team provides a very specific and specialized skillset ranging from Property,Liability and DIC coverages to Consulting, Analytics and Claims Management.What makes us unique,is all of these resources are in-house and we provide a seamless service experience for the City.Our Service team will be readily available to provide account management services, risk management consulting,marketing services,safety training,claim oversight,certificate issuance and contract insurance compliance review. j. If there are any judgments, claims or suits pending or indstanding by or against your flan,details oast be.submitted on a separate sheet. There are no judgments,claims or suits pending or outstanding against Keenan which would impact our ability to provide services to the City of Palm Springs.As a normal incident to conducting its business,Keenan has historically been involved with and has successfully resolved various investigations,claims,or complaints,none of which had a material adverse effect on Keenan or our ability to provide services to our clients. Keenan & Associates continues to maintain general liability and errors& omissions insurance covering our business activities and anticipated potential liabilities. h. List all lawsuits that have been filed by or against your firm in the last five (5) years. Please see our response to the previous question. REFERENCES Five(i)current references ofryiblic agencies including: • Organization None,Address and Telephone Number • Notre of Current Contact Person in Agency and their cnrrentphone number and einait address. We have provided services to the City of Palm Springs for over 10 years.During this time, we have significantly reduced premiums, restructured programs, placed additional coverages and helped resolved very difficult claims, some of which were excluded by your policy, as we successfully negotiated settlements in the City's interest.During this time,we have never once increased our fee and we believe the City is truly the best reference to opine on our services. In addition, we have provided' several other references and should you wish to speak with others,we can provide those as well. 8 K__eenan _.__� License No. 0451171 Innovative Solntiartr.r. rrrdtrrirrg Principles. Page 53 of 91 City of Glendale Ann Mauer Chief Assistant City Attorney 613 E.Broadway Glendale,CA 91206 (818)548-2080 am au rer(@,Q I en d a l eca.aov City of Upland �y Rosemary Hoerning Point tontam Interim City'ManagerLPublic Works Director 460 N.Euclid Avenue Upland,CA 91786 � • (909)931-4106 rhoemin e(aki.unl and.ca.us City of Industry Bing H.Hyun Assistant City Manager 15625 E. Stafford Street City of Industry,CA 91744 (626)333-2211 bhvunO itvolindustrv.ore City of Cudahy Jose Pulido City Manager 5220 Santa Ana St. Cudahy,CA 90201 (323)773-5143 ext.226 i oulidoOmcitvofcudahvca.Rov 9 Keenan License No. 0451271 Innovalive Solutions. rnduring Principles. xb , it,. Page 54 of 91 City of Commerce Ela Pappo Director of Human Resources 2535 Commerce Way Commerce,CA 90040 ' (323)7224805 ext.2266 eoa000Gdci.commerce.ca.us 10 Keenan License Mo. 0451271 Innovative Solutions. Enduring Principles. Page 55 of 91 9 i CONCEPTUAL PLAN Proposed work approach, addressing all aspects of the Scope of Wark and.Special Requirements as defined in the RFP, including a Conceptual Plan of how the proposed insurance program for the City would be structured Demonstrated sen-ice s7analtirds; process for ensuring client satisfaction;proposed marketing plan and strategy; claincs assistance plan and approach to all other regular and routine asks as required. SCOPE OF WORK: The Insurance Brokerage Services Scope of Mork, as may be modified through negotiation and/or by written addendum, will be made a part of the Agreement. While the Bract nature and extent of the serrices are subject to negotiations, the inininutm professional senices include,but are not limited to,the following: 1. Act its tut independent insurance advisor to the City of Pahn Springs and proacth ety proride ongoing unbiased professional advice andrecommendations that benefit the 00r We work on a flat fee and are not compensated via commissions so our incentive is to reduce your premiums and continually prove our value. We have done this by restructuring your programs and placing additional coverages,all of which were done without ever increasing our fee over the past 10+years.We created various solutions over the years to help customers save millions of dollars, including the City of Palm Springs when we formed the Liabilityjoint purchasing group which saved the City over $200,000 in the first year. As the City's broker, Keenan will continue to provide insurance brokerage and risk management consultative services that are in alignment with the City's philosophy and in the best interest of the City. 2. Proactivety provide ongoing review and analysis of the Chy's insurance programs and identification of risk transfer and risk financing options: Insurance for public agencies is extremely specialized and changes frequently.As your insurance broker and partner,we will continue to provide an abundance of resources to support your risk management efforts and contain costs.. We do not just provide brokerage services, rather,we provide a full suite of insurance and risk management services specifically designed for California public agencies. 3. Befantiliar with the mayor exposures of the 00, Keenan is a public agency specialist and has a broad understanding of the vast issues taking place within California public agencies as well as the City of Palm Springs.AS the City's broker for the past 10 years, we are intimately familiar with the City's exposures and the unique political and social exposures of such a large tourist destination City. Following are four main issues we believe currently and will soon impact the City: 1t Keenan License No. 04512;I Innovative Solutions. 1 nduring Principles. a` a i.ri._ Page 56 of 91 • Law Enforcement Legal Liability — There are critical changes in law enforcement legal liability that may have significant impact in defending police civil rights cases. New legislation has passed that removes confidentiality and permit limited public access to certain peace officer personnel records and video recordings through the California Public Records Act. In addition, pending legislation will require every law enforcement agency to update policy and train all peace officers with the police use of deadly force legislation. As you know, juries have significantly increased their awards against police departments in recent years. • Social Issues — The increased homeless populations in California that get shuttled from one community to the next and the associated public safety, mental health, drug use and public health risks associated with those encampments.This will lead to new types of claims where cities are blamed for health-related exposures. Employment Practices Liability—EPL claims are one of the leading liability loss drivers for California public agencies. Even if the allegations are unfounded, it still costs about $50,000 to defend such claims. Once the settlement is added, it is about $100,000 per employment practices liability claim.while most of these claims will be within the City's retention and may not pierce the excess layer,this is undoubtedly an increase in costs for the City. • Excess& Reinsurance Market—The market is hardening for public entities, particularly those in California where attorneys use reptilian tactics to drive up liability costs.This in conjunction with the City's claims experience,California wildfires, capacity constrictions,aging infrastructure of public entities and the fact there is no tort cap in California will continue to drive up insurance pricing. A low interest rate environment will continue to provide capacity to keep pricing reasonable,though all of this could change overnight. d. Be faniliar with the coverages provided by all relevant insurance policies and documents issued to the City. The Keenan Service team and marketing placement specialists will work with the. City's staff in presenting the City's insurance policies and coverage form in a clear and concise manner. As your insurance broker and consultant, it is our job to ensure the City has a clear understanding of its program structure and coverage in place. S. Assure that insurance policies are placed in a finely manner, without lapses in coverage periods,with reputable and financially responsible insurers. Our Coverage Placement Specialists are tasked solely in handling marketing services and work on a proposed timeline that begins approximately 180 days prior to renewal date to avoid coverage lapse. It is within Keenan's practice to work with carriers and markets with AM Best Rating of A-or better with an excellent financial rating. In the 12 r, Keenan License No. 0451271 Innovative Solutions.Enduring Principles. -{t,ac��•P., Page 57 of 91 1 event a carrier's rating drops below this,we will immediately notify the City and work to find a replacement coverage. 6. Provide servicefor the insurancepoliciesplacedfor the City includingprocessing all changes and endorsements and verifying the accuracy of invoices within a , reasonable time Account Management is a daily service we provide throughout the entire year. Your dedicated account management service team will take lead in processing all changes and endorsements made to the City's insurance program including verification that the changes are processed timely and accurately. Z provide early warning ofrate and coverage changes or renewal problems through a process to be mutually agreed to with the Cilt'. As public agency specialists, we know surprises are never good and it's critical to forecast and finalize rates timely to help with your budgeting process. We've demonstrated this during the past 10 years as your broker and believe the pre-renewal meeting has proven to be an effective method of providing the City with the current market conditions,projected rate and coverage changes.We conduct this in January to allow the City lead time to manage their budget development. We also provide very open and regular communication during the entire marketing process to ensure the City is kept informed of our marketing efforts including any unforeseen challenges. 8. Upon request of the City, but at least once a year,provide a comprehensive report that reriews all of the Ciq•'s insurance programs . Measuring program results is not a task which should be left to an annual Stewardship Meeting, but an ongoing process. The Keenan Service Team will provide a comprehensive report of the City's insurance.programs with supporting data that demonstrates the financial impact of claim activity and loss control strategies at defined points in time. The results are presented in a format that can be understood by key stakeholders to City Council. 9. Through a mutually agreed upon process, annitor the Qr's operations and loss evpo.sures and make any appropriate recomnnendations for coverage changes or new coverages. It is of the utmost importance to make sure our clients have an awareness and understanding of the exposures they have, the coverage in place, and what may be needed.We will explain what the possible outcome could result from these exposures if retained by the City. Although we've been your broker for 10 years, we annually review your exposures to ensure we recommend and provide coverage(s)to best protect the City. This was exemplified when we restructured the DIC program to provide dedicated limits to the Waste Water Treatment Plant and also reduced your Excess Workers' Compensation SIR for police/fire from$2M to SIM per occurrence. e 13 t l Keenan License No. 0451271 Innovative Solutions. IRnduring Principles. Page 58 of 91 10.Be available to ansiver questions or obtain ansivers from umdennriters for policy coverage questions The dedicated service team is available to work with the City to answer coverage questions, clarification, education and any other items of concern that may require further assistance. 11.i1feer with City staff and designated representatives as reasonably requested The Keenan Service team is locally based out of the Riverside office which allows for team members to be readily available and meet regularly with City staff as reasonably requested. We believe our Service team is an extension of the City's risk management team and we are available to assist you however we can to support your needs. 72.Attend and be available to attnver questions of Clq, Council during the annual insurance reneival approval. The City can continue to rely on Keenan to attend City Council meetings to present the renewal proposal and address any questions or concerns that may arise as we've attended these meetings every year and we also are available to meet with the Risk Management Team and your City Manager to provide you with support for any questions by City Council. 13.Provide consultation service and written reports its normally espected of a professional broker to a large client. We provide very extensive consultating and analytical services, to help identify the types and causes of claims. We provide written reports and executive summaries for the City in a clear and concise manner and we believe the City can best attest to our previous reports and the manner in which they've been presented. 14. Provide assistance with claims as requested by the City. Assist in analyzing loss exposures from ecisting and new operations, and determine the appropriate risk management alternatives,including types,availability, cost and eetent of coverages that should be considered Your Keenan service team is equipped to help analyze loss exposures,determine what coverage is in place, and what is needed to protect the City's financial stability. We _ have some of the most sophisticated and senior property & casualty analytical consultants that will work with the City in determining the appropriate risk management alternatives,coverage available and what the potential impact would be should these exposures be retained by the City.Prior to being retained as your Property &Liability TPA,we provided claims assistance to expedite and resolve various claims. 14 r3 Keenan License No. 0451271 Innovative,Sohdions. Enduring Principles, a;)a isl,, Page 59 of 91 Brokerage and consulting services most be provided far annual policy renmvrds and on an as needed basis. The selected broker unest provide a thorough renewal presentation each year with policy reconuuendations to include an analysis of available alternatives in consideration of Ciiy'.s exposures. Brokerage services vast also include market research,policy endorsements, certificates of insurance, and'eoverage consultation on clams filed against the City. Broker world also advise on a continuing basis, and in a litnely inner, of any and all significant matters and developments regarding carrier service issues. The Keenan service team and marketing placement specialists will provide brokerage and consultative services to the City's insurance program throughout the entire year.A comprehensive renewal presentation with a complete marketing analysis including alternative risk financing options based upon the City's exposures shall be presented in a clear and concise matter.Account management services is a daily service we provide throughout the entire year. The City's dedicated service team will take the lead in handling all policy changes, endorsements, contract review, certificates of insurance issuance and coverage consultation and handle any matters involving carrier service issues. Ne are nnr in FY 19120 with the current insurance expiring.1nne 30,2020.All of the Ciq,(s annual insurance policies are for the period of July Ist through./tune 301h. Tile Ciry arpects the broker to initiate the FY 20121 renewal straAW,in mid to late.huuhary 2020, followed by the applications submission process in Febraaq-15Iarch, with marketing conducted in Apridnlay. Indications front the broker are expected to be provided to the City in early to mid-April, with firm quotations in n d-jktgv so that the City Council any vote on the insurance renewal in June, with coverage bound for effective elate of July 1st. Keenan has a very thorough marketing process and have developed a renewal strategy beginning 130 days prior to renewal date with final indications to be presented in April in order to bind coverage in June to be in effect July 1st.A complete marketing process timeline is evidenced under item D.1.however,we would be more than willing to make any necessary adjustments, as needed to accommodate the City's schedule. Rest assured,we will be able to start the renewal process and present final quotations within the City's timeline. IMPORTANT NOTE:Firers who here a financial interest is et third party aehuinistrtttnr, insurance companv, .servicing cowpony, or other entity which it intends to propose if chosen, must disclose such financial interest and unst dennonstr to their ability to meet the scope of services independently of such fhumncial interests. Furthermore,farms are advised that the Ciq,of Pahu.Springs expectsfull transparency of anv and all insurance or re-insurance agreements, contract documents, exclusions, disclosures of etll participating members of any shared coverages,or any other documentation concerning or relating to the insurance coverage of the City of Pabn Springs upon request Failure to agree to full transparency and document disclosure as stated above shall result in your proposal being deemed unqu alifaed for rei iew. 15 —y Keenan License No. 0451271 Innovative Solutions. Enduring Principles. Page 60 of 91 • 9 1 Ir' SPECIAL REQIIiREMENTS: A. PERIOD OF AGREEhiEN'P The selected broker ivill be appointer) as the City's Broker(g) of Record .for property✓casualh•and other insurance as required for a period of three(3)years with two (2) additional one-year options, at the annual written agreement of the parties. Appointment as Broker of Record creates no right to reappoinhttent or continued.service. If negotiations for renewal of this contract are delayed for reasons beyond control of broker, the contract shall autouuttically he ectended under the same teruts and conditions until terminated by written notice by either party or by execution of a ne',v contract. Keenan is an agreement with the contract provision. B. POLICY REVIEW Rerienvpolicies and other documents in detail within 14 days ofreceipt ofthe documents. Check the wording and accuracy ofeach policy,binder,certificate,endorsement or other document receh'edi from insurers. Ensure Not the intended coverage is provider), all coverage, teruts, conditions and other wording is complete and accurate, and in compliance with financial arrangements and administrative procedures acceptable to _ the City. Obtain revisions needed to achieve compliance with coverage request The dedicated Keenan Service team will review all policy forms, endorsements, coverage terms and conditions for accuracy and ensure that all has been issued in accordance with the City's selected coverage. C. POLICYAMENDMENTS Process requests for additions or deletions to policies within fire business days of receipt Provide follow tip with insurer flat the insurer has handled the request.Advise in writing of any changes to insurance policies within 14 dddt}s. The Keenan Service team will provide account management services on an ongoing basis to the City's insurance program. All policy changes made shall be documented and confirmed with a formal endorsement to the City. D. MARKETING L Monitor expiration dates ofpoliciev and provide the City with written)notification at least 120 days prior to eypiratio, including a description of information needled to process the rencival. . The City of Palm Springs will be marketed annually with the renewal process beginning as early as 180 days prior to renewal date.We suggest the following timeline for the entire marketing process. i 16 .Keenan License No. 0451211 Innovative Sululions. Pndurig g Principles. .�'" �. Page 61 of 91 2019 Task — Gather exposure data;loss information,financial statements and actuarial analysis for review. t — Marketing Placement Specialists meet with insurers and reinsurers for current market conditions report. i r — Meet with City and discuss market conditions, marketing strategy,timelines,suggested program structures including limits,alternative risk financing,coverage suggestions,etc. ' — Finalize marketing submission and carriers to be approached based upon agreed marketing strategy. — Distribute the submission to the marketplace& conduct a marketing trip to meet with carriers to discuss the City's submission. ' — Prepare analysis of all formal quotes received for review and discussion. — Finalize renewal negotiations&prepare coverage comparison of all formal quotes received. — Meet with city to present renewal program options to City staff and CityCouncil. — Bind renewal program and finalize binding subjectivities,issue binders,invoices and renewal certificates of insurance by June 15. Z. Develop and iraplearent a marketing strategy, including identifying potential markets,for program renewals at least 120 days before policy expiration. r As evidenced in 91 above, we have a very thorough marketing strategy. First and foremast we ensure that we understand the City's goals prior to creating the marketing strategy.Once we have that,we utilize our expertise of the public agency marketplace, coupled with global relationships at the highest management levels of the insurer and reinsurer companies.We develop a submission that specifies what terms,conditions, 17 1 /,1) Keenan License Na. 0451271 Innovalive Solutions. Enduring Principles. n'�T�.e, 1 Page 62 of 91 coverage and pricing should be, then negotiate to achieve it from underwriters versus waiting for the markets to tell us what they think the risk is worth. This inevitably results in a fair yet aggressive result for our clients and promotes long lasting relationships in the marketplace. 3. Develop undenvriling information and assist in gathering and organizing exposure and lass data for renewals of policies placed We will meet with the City's Risk Management team to review the prior year renewal, any changes within the City and then plan accordingly for the upcoming renewal.Our -- team will work with City staff in the data collection to identify and discuss the following: • Provide assistance with completion of all necessary underwriting applications • Collect and review the City's loss data • Review changes to the City's operations,exposures or loss activity • Gather and analyze loss runs from your various insurance carriers and TPAs 4. Work with carriers to design policies and programs most advantageous to the Cite for coverage of exposures, police form, ecchasions, deductibles, self-insured retentions,coordination with otherpolicies, costs and otherpertinentfactors. In addition to providing the broadest coverage, our marketing strategy includes developing different economic structures to reduce your risk and ultimately your costs to protect the City's funds. These structures include making use of catastrophic modeling,securing multi-year rate guarantees which create rate stability and bringing programs that align with the City's goals. This is evidenced best by when we 1) restructured the City's DIC programs to provide dedicated limits to the Waste Water Treatment Plant; 2) reduced your Workers' Compensation SIR for police/fire from $2M to$1 M per occurrence and 3)brought forth the Municipal Insurance Cooperative for Liability coverage which saved the City nearly$200,000 annually.All three of these examples were very unique and a result of our understanding, relationships and clout with the insurance marketplace. S. dparket renewal coverages for lute City by obtaining timely and competitive quotations front available and responsible insurers&re-insarers. The Keenan Placement Specialists will negotiate on behalf of the City with all insurance carriers and reinsurers to achieve the best favorable terms and conditions for the City of Palm Springs. 13 �� Keenan License No. 0451271 Innovative Solutions. Enduringy Principles. rile Z, Page 63 of 91 a i u 6. Provide quotations to the City at least forty five(45) days prior to insurance policy expiration unless otherwise approved by the City. Keenan will provide a formal renewal proposal and presentation that includes the carrier's quotes and compensation disclosure for full transparency that is in alignment within the City's preferred timeline. 7. If requester)by the City,provide the City with copies of declination letters laid all preinium quotations received with a summary of coverages etploining deficiencies or benefits of the quote compared to the recommended insurance program. We believe in and fully support the City's philosophy of complete transparency. As part of the renewal presentation, Keenan will provide the City with a complete marketing analysis that includes carrier declinations, quotations, and coverage comparisons outlining any changes in coverage, terms and conditions. The renewal presentation will include the compensation disclosure for full transparency. 8. Provide gaotationsforspecialized types of insurance,as requested by fire Ciq•. Keenan will continue to meet the requirement and provide the City with copies of all carrier quotations. E. CLAtbIS 1. Assist the City staff,as necessmy,with filing claims. As the City's current third-party liability claims administrator, it lends to the Keenan integrated service model that allows for seamless service in providing claims oversight from a brokerage standpoint. Keenan will work closely with City staff in the claim filing process and stay connected throughout until settled and closed. In addition,we are available to provide assistance for any Workers'Compensation claims support that may be needed or requested by the City. 2. if'ork with outside claiuhs m justocs as ueeessa{p. We will provide the City with the highest level of service and the best attainable results in working with outside claims adjusters, as necessary and to the extent to which the City desires such support. 3. Represent the interests ofthe City in policy interpretation and other negotiations with insurance carriers. Claims support and oversight is an area that differentiates us from our competitors. Keenan will continue to represent the City's interest and provide the highest level of service and the best attainable results with insurance carriers in dealing with the claims handling process.Several years ago,the City had a very large uncovered property claim and Keenan worked with your carrier to negotiate coverage as well as advanced 19 Keenan License No. 04512,71 Intsovutive Solalutns. F,nd:ring Principles. Page 64 of 91 f 1 i•' C � payments for the claims while the City worked to gather information.We have and will continue to always represent the City's best interests. d. Assist the Ci0'with mwiew of claf n reserves, and represent the City to fire insurer with regard to requested explanation or reduction of reserve antounts. Follow-up with insurer as necessary until resolution of any reserve reduction requests are accomplished or until chni n is dosed We will work closely with your City Attorney or whomever you designate to ensure proper reporting to insurance carriers is completed, claim reserves are adequately set and step in when needed to help address carrier explanations requests regarding the City's claims, as needed. In addition, we will act as a claim liaison between the insurance companies and the City where you feel it is expeditious to do so. S. Rei-ichv all quarterly loss runs for all claincs or all coverages. Evaluate loss history for trends or other indicators that ntight dictate clanger in coverage .strategy, deductibles,retentions or limits. As your partner,we will provide extensive resources to support your Risk Management efforts and contain costs. We provide various claims analysis to identity frequency& severity as well as cause and types of claims. In addition, we provide a historic loss stratification analysis of the City's claim activity to pinpoint losses at various levels and identify the City's loss exposures within their indicated tolerance.We will then use the data to explore appropriate risk transfer levels to determine if its more cost effective for the City to retain versus risk transfer.It is this dual approach of loss analysis coupled with the fiscal analysis that helps us identify and contain costs for the City. 6. provide annual summaries by policy year.jor each of the last five years indicating total number of lasses by I)pe for each line of coverage and .shoring earner/ premium,incurred lasses and loss ratio. We have some of the most sophisticated analytical capabilities,technology to help the City in assessing where your claims are occurring, which will help us strategize and deliver solutions to reduce claims costs,which represents nearly 80%of your overall insurance program costs.Your Keenan service team are equipped to help develop and implement a risk management plan focused on targeting the City's loss drivers. F. CERTIFICATES OFINSURANCE Issue certificates of insurance within three (3) business days following the date of request. The Keenan service model has a dedicated Account Management team available to issue certificates of insurance. All certificates are issued electronically for immediate response time with a hard copy mailed directly to the certificate holder and the City. The certificate holder list is also reviewed annually along with multi-year contracts to Z° Keenan License No. 045/27/ L7novglive Solutions. Enduring Principles. Page 65 of 91 • 1 I,' ensure that updated renewal certificates and additional insured endorsements are issued to the City's certificate holders,as needed. G. CONTRACT REVIEW Review contracts and lease agreements as requested and notify the 00, whether the insurance programs of the City tire in compliance with insurance requirements of contracts and/or agreentents. Contract review is a critical element of a risk management program as it can have a significant impact if not exercising prudent control strategies.The Keenan Service team will work with City staff in providing contract review services specifically to the Indemnification/Hold Harmless provision and provide recommendations when there's an opportunity to negotiate a contractual risk provision in favor of the City or specific insurance requirements with applicable endorsements. H. LEGAL COMPLIANCE Comply with all State and Federal laws and regulations pertaining to insurance brokers licensed in the State of California. Keenan will comply. ADDITIONAL RP.QOIRED RESPONSES In addition to the above,the proposal shall include the following: 1. A brief synopsis of how the frrin's evperience and approach are best sidled to meet the insurance reeds of the City.Indicate features,skills,or services that distinguish to faro and hake it the best choice for rite GO,. Keenan specializes in public agency insurance solutions. Our in depth understanding of the insurance marketplace,coupled with our expertise in public entity exposures and pool funding all contribute to our overall philosophy of being a tare partner and consultant and not just another insurance broker. We are your current Property & Liability TPA so we have an absolute understanding the City's exposures, claims and political structure. We have demonstrated our ability to negotiate the broadest coverages,while reducing the City's costs over the years.In addition,we have helped resolve and expedite claims payments for the City.Many firms may tout what they do and make all sorts of promises,though with Keenan,the City has a proven partner who has worked tirelessly on your behalf without ever raising our fees. 2. Description of methods employed to obtain and disseminate information about current local,statewide and national legislation, trends,neiv services, nov concepts to the account team who irould service this account As a public agency specialist,we continuously monitor legislation that may have an 21 Keenan License No. 045121-1 InnovativeSohdion.s. L'neluringPrinciples. Page 66 of 91 impact on our public agency customers. We have in-house legal counsel dedicated solely to monitoring California and federal legislation for any issues that may impact our customers who specializes in analyzing coverage and contractual issues for our customers. Our legal council works with our Sacramento and Washington D.C. lobbyists who provides insight on pending legislation that may impact our public agency customers.From this,we develop Briefings,Newsletters,Trends Analysis and other meaningful information to help our clients understand the issues so they may make informed decisions.Because of our specialized,customer-focused approach,we understand and develop solutions to the issues the City faces every day. 3. Eramples of fnrtn's leadership, creativity and innovation that was a henefrt to its customers. We have created many different solutions that have saved hundreds of millions of dollars for our public agency customers. We've decided to share a few examples we specifically accomplished for the City of Palm Springs as your broker Restructure the City's DIC/Earthquake Coverage: When initially hired by the City,we restructured a very complex Earthquake program separating high risk locations,such as the Waste Water Treatment Plant,from all other City locations,to provide dedicated limits for the WWTP which resulted in hundreds of thousands of dollars in savings to the City. Over the years, we've continued to restructure the program for continuity with the carrier partners of choice while continuing to save nearly$500,00 in annual premium costs. Law Enforcement Legal Liability Non-Renewal: During the fiscal year 2017-15, the City's liability renewal program was incredibly challenging due to the City's law enforcement,excessive force and auto liability claim activity that resulted in the incumbent carrier excluding law enforcement liability. A standalone law enforcement liability option was secured with an alternative carrier, though the premium was nearly double the City's expiring premium.We conducted a very thorough marketing effort, though due to changing market conditions and the City's loss experience, most carriers declined to quote or indicated premiums and retentions higher than anything we received. We placed the City's liability program with the Municipal Insurance Cooperative which was the most competitive option at 5152,144 less or 22% less than the incumbent & standalone option. The Municipal Insurance Cooperative provided the City with broader coverage and far greater claim control. Loss Control Services: The City had experienced a catastrophic loss involving an employee who fell through a skylight that was reported to Cal/OSHA, as per state requirements. A Keenan Loss Control representative was immediately available and onsite to provide assistance to 22 Keenan License No. 0451271 Innovative SoGuion.s. E'nrluring Principles. Page 67 of 91 the City in working through the process of dealing with Cal/OSHA inspections and reports. We also. provided a solution that met the City's needs in placing a risk management consultant onsite through a Rent-A-Safety-Professional (RASP)service. The City had a need and we were able to provide support for several years including customized risk management services,and live trainings. Third-Party Liability Claims Oversight: . It was through our claims oversight that identified where the previous liability third party administrator had set claim reserves to the City's retention rather than the full value of the loss which created significant challenges when marketing the City's program due to the integrity of the loss data.We identified the issue and immediately brought it to the City's attention. Property Claims Oversight: At the time, we were not the City's TPA but acted as the liaison between the carrier and the City. The City suffered a very complex Property loss and the policy included an exclusion pertaining to the loss however, we stepped in and retrospectively negotiated coverage resulting in over a million dollars of claim coverage. In addition, the following are examples of successes accomplished for other public agencies in the state during the partnership with Keenan: ®_CityofUpland _ The City hired Keenan after they chose to withdraw from a risk sharing pool and have changed their program considerably to fit the city's needs. Since the initial partnership with the City, our services have expanded beyond providing P&C brokerage/consultative services to include 'Loss Control services, and Workers' t Compensation third party claims administration services.The City of Upland received a 6%reduction in their first year's excess workers' . compensation premium despite nearly$lM increase in payroll,along with an 3%reduction in excess liability premiums. Over the years, we've continued to accomplish premiums savings while reducing retentions by more than 33%for their excess workers'compensation and 25%for the excess liability programs. City,of Glendale As the City's broker,we helped deliver millions in savings when we reduced and eliminated their OPEB liability. This same innovative philosophy permeates our entire organization and the City then hired us to be their Property&Casualty-Insurance Broker a year later and we've delivered similar results for their Property & Casualty program. 23 p Heenan License No. 0451271 Lrnova(ive Solutions. P.nduring Principles. +4,, A,, Page 68 of 91 1 Explanation of ary services described is the RFP that cannot be provided. There are no services described in the RFP that cannot be met. 5. Describe potential designs of hmv the insurance program could be structured Include discussions of risk analysis, design of coverage foru+s, use of deductibles, self-insured retentions or other alternative risk financing, layering of primary said excess coverage(ifapplicablc),use ofmmnuscript policies,antimn'services available or to be provided by insurers as part of the insurance placements. Describe how the marketplace world be approached, whether directly or through surplus hoes facilities, brokerage firms, foreign brokers, reinsurance intermediaries, etc. Specifically describe involvement in reinsurance or excess insurance arrangements. This is an ongoing process broken up into several phases. PHASE I iKick-Off and Strategic Plan Development Although we have intimate knowledge and an understanding of the City's risk tolerance we've learned over the years, we don't take anything for granted and we approach it newly each year. Shortly after contracting with the City,the Keenan Service team will meet with the City's Risk Management Team to discuss and understand the City's current position and philosophy pertaining to the following: • Culture • Risk tolerance • Program placement expectations&timeline • Understanding and comfort with various program structures • Expectations for stewardship report • Potential program structures • Reinsurance vs.excess insurance • Political issues within the City and/or Community Once the strategic plan development has been determined, the program analysis and development begins and our work will include: Assessment of Risk Tolerance Utilizing our in-house resources,we will review the City's financial statements and meet with appropriate City personnel to assess the City's financial risk tolerance.. Z; Keenan License No. 0451271 Innovative Solutions. 1,,ndurl»g Principles. Page 69 of 91 HistoricLoss Stratification Analysis This analysis will reforecast historic losses at various levels to identify the City's loss exposures within their indicated tolerance as well as provide a pricing comparison where historic losses have been transferred. Alterna¢ve.Risk Financing_Options Once the Loss Stratification and Analysis has been completed we will develop various ideal retained versus transfer pricing models to discuss with the City and use as a benchmark in developing the cosUbenefit analysis of all program structures offered by all alternative programs,including the current program. From a program structure standpoint, we provide innovative thinking in how to structure your insurance program that can significantly reduce the City's long-term costs while maintaining the right coverage for the City's exposures. Catastrophic Modeling �"( Catastrophic modeling FEMA separates fact versus fiction about what limits of coverage are really needed for earthquake and flood. A:risk assessment earthquake analysis using the City's statement of values shall be conducted to demonstrate how to structure programs that protect the City in cost-effective ways. PHASE II Marketing_ We specialize in public agency insurance and we have great relationships and market clout to negotiate the broadest terms and conditions with the lowest premiums for the City. We spend an extensive amount of time developing the City's story and underwriting data to present while meeting with the excess and re-insurance markets located domestically in the United States as well as markets in London and Bermuda. Our approach is to provide the answers before they ask questions to ensure that there is absolute clarity of the City's submission, program objectives, to develop viable economic coverage options to present to City of Palm Springs. 'Submission Development The Keenan Placement Specialists will work with the City's management staff to: • Review all.underwriting data is collected and applications are completed as needed to meet underwriting criteria • Understand any significant changes in exposure or losses • Work with the City to understand what changes have been made to address new exposures and significant changes to claim activity,as a result thereof 25 A d Keenan License No. 0451271 Innovalive Solutions. Rneluring Principles. -.41, Page 70 of 91 s r� Once the underwriting information is received and processed,our placement specialists will prepare the submission that includes the objectives outlined during the strategic plan development. Pre-Renewal'Meeting The Keenan Service team will meet with City staff to provide a current update of the insurance marketplace, present projected rate changes and renewal premium indications to allow the City to manage their budget development. Any new potential coverage options shall be discussed at that time including providing thorough education for any options that may be unfamiliar to the City from its current program structure. �Pr•ogram Structureddeas � m� As the City's current broker,we have continually worked with the City to evaluate and restructure programs to meet the City's needs and goals.The City's program structure is very unique and competitively priced in spite of the City's challenging Property, Liability and Worker's Compensation loss experience. The main recommendation we have is for the City to consider increasing your Liability limits to DOM minimum, as the City's current$IOM limit exposes the City to potentially uninsured catastrophic claims. Other California cities have recently settled claims for defective road design, law enforcement brutality or fire truck related claims, all of which have resulted in $10M to$60M claims and/or settlements. Carrier Negotiations ��� Our team leadership and placement specialists will work with markets to develop the best possible coverage,terms and conditions ferthe City of Palm Springs.We approach carriers in London,Bermuda and domestically in the United States to ensure we access all public entity markets.We work on a fixed fee so we ensure commissions are take out and all quotes are"net" of commission. For difficult to place coverages such as DIC,we utilize a wholesaler broker to access specialty markets on the City's behalf. Renewal Presentation The Keenan Service team will present a proposal outlining the City's expiring program and proposed renewal options in a clear and concise manner. A coverage comparison will be included along with the carrier quotations, coverage forms and compensation disclosure for full transparency.The Service team is always available to attend the City Council meetings to present proposals and answer any questions or concerns that may arise. 26 Ke -han License No. O-1512i1 lnnovative,SoGeions. ls"nthrringPrinciples. a t Page 71 of 91 Spain fkcs -to • 0 • Rh Coverage Finalization The Service team will work with the City in submitting the formal bind order and coverage subjectivities, at the City's request. All insurance binders, invoices and certificates of insurance shall be issued to confirm the coverage placement selected. 'Stewardship Report Deliver stewardship report based upon the standards set at the strategic plan development and identified throughout the year. 6. Describe the(activities and services that world be provided to the City as part of the broker agreement. If available, include descriptions of support that would be provided in such areas as lass control,risk financing,risk analysis and other related services. By specializing in public agencies,we have an internal infrastructure that enables us to leverage skill sets and create innovative solutions to help customers reduce their risk and save money. Specific areas we believe will help the City reduce costs are detailed- below: • Reinsurance/Marketing Expertise We are licensed reinsurance intermediaries and our understanding of the marketplace coupled with our reputation will enable us to continue to structure the most competitive programs for our customers. We place more than $300 million of reinsurance premiums for California public entities representing more than$15 billion of WC payroll.We use our standing in the public entity reinsurance marketplace to negotiate the broadest terms and conditions,while keeping our customers' cost to a minimum.We are specialists and understand how to serve public agencies. • Claims Advocacy We have an extensive Property&Liability claims handling division with senior consultants who specialize in law enforcement liability, road and sidewalk issues and many other liability exposures facing the City. Our service offering includes excess reporting and tracking so out Claims Manager will help navigate through the excess claims and assist in claim remediation. • WC Claims Consulting We have a very extensive WC Claims and Medical Management division and while we are not proposing on WCTPA or recommending the City to change your third party claims administrator, our resources and experience enable us to provide unique consultation and strategies to further reduce your claim costs. 27 9 Keen/an License No. O451271 Innovative Solutions.Tnduring Principles. Alsk, J.11 Page 72 of 91 • Analytics We have some of the most sophisticated analytical capabilities and technology to help the City in assessing where your claims are occurring,which will help us strategize and deliver solutions to reduce claims costs. • .Risk Management Technology&Resources As your broker/consultant, The City will continue to have 24n access to our award winning and proprietary P&C Bridge and Keenan SafePersonnel(a complete Learning Management System) risk management system. Through P&C Bridge, you have access to online training, an Employment Practice Resource Center and other tools which may help ensure regulatory compliance and reduce the City's costs. • Keenan SafePersonnel—Web Based Online Training Built on technology extensively proven in public agencies and recognized with the Business Insurance Innovation Award, Keenan SafePersonnel has an established track record with over 1 Million course completions. The Keenan SafePersonnel courses have been specifically designed for California cities, counties,transit agencies and special districts.The content is newly updated and regularly reviewed to remain current. Keenan SafePersonnel helps to develop a strong safety culture for cities: — Fosters a safe,healthy environment for agency employees and helps protect your community. — Effectively delivers training online with far_ less disruption to work schedules and reduced travel expense. " — Courses align with your exposures, loss history and reinforce targeted prevention strategies. - Interactive, visually-pleasing content engages employees with short, manageable modules. — Centralized, automated record of training for Cal/OSHA and risk management documentation. 23 Keenan License Mo. 0451271 Innovative Solutions. Enduring Principles. Page 73 of 91 • SERVICES AVAILABLE AT ADDITIOi IAL COST IAIREADY Organizations are under increased scrutiny and public pressure to be better prepared to handle unexpected and potential disastrous events. Current risk management practice should include preparation and planning for emerging threats such as natural disasters, active shooter and vehicular assault, terrorism and other life-threatening situations. Having a plan is only the first step toward readiness. Keenan created IMReady, an intensive assessment and training resources program specifically customized to your facilities, staff and exposures, conducted by qualified and experienced incident management experts. IMReady will raise preparedness and organizational resiliency with a suite of emergency preparedness products and services,including: • Executive Emergency Management Training(Roles&Responsibilities) • Active Shooter/Active Killer—Response,Reunification,Recovery • .Facility Design and Security Characteristics 1 • De-escalation Training(Nonviolent Verbal Intervention) • Threat and Physical Security(TaPS)Assessment • Emergency Operations Planning (EOP) Suite — planning, review, drills and exercises The professional staff of the IIvlReady Team have decades of training and experience ready to design a program to fit the City's needs at an additional cost based upon the City's specific needs. Loss CONTROL Loss Control Services comprise a special blend of knowledge and expertise that can only be acquired by specialization.Our Loss Control Services personnel are specialists trained to identify and analyze loss exposure factors, develop necessary loss controls, recommend appropriate remedial actions and provide necessary services, including employee training, to help reduce the frequency and severity of your claims. Addressing employee injuries and safety concerns is a critical component to achieving a strong safety culture.A strong safety culture is essential to the success of your Risk Management program and ultimately the success of maintaining low claim numbers. Our trainings and assessment services have been provided to thousands of employees across California and continue to be requested year after year from our clients.Minimal financial investments like this can result in tremendous benefits across a wide span of the City's resources. 29 A-'b Keen-an License No. 04512.1 Ltnovative,Solution.s. Enduring Principles. ir'r= Page 74 of 91 C �f Patin spn Keenan offers its complete Loss Control Service Schedule as an option for the City to augment loss control consulting and safety training. The City will work with the assigned Loss Control Consultant(s)to determine a priority of service needs through ongoing Needs Assessments.The needs may vary among the employee classifications as injury trends are identified.Some of the needs may be to complete a specific project while others will request ongoing oversight and development of a City Injury and Illness Prevention Plan or Property and Liability Loss Prevention Program. SAMPLE SERVICE OPrIONS Below is a list of possible service options available under the RASP Program: Backlnj PteJerttion Bf od'bornet-ft ns "Exoosure:ConVol Compliance Plan Review Cal OSHA Consulting 1 CustodialSafety Ergonomic Evaluations Facility Inspection -Hazard Communicanon rogram Hazardous:Materials Heanng Conservation Heat Illness Prevention Inventory -" . InjurypinessPrevention LockoutlTagout New Employee Safety Program Orientation Noise Survey/Monitoring Onsite Consultation Respiratory Protection Services t Workplace Violence Program Keenan recognizes that the operational environment within California Public Agencies has changed and resources are often limited. Our services are available to provide the most qualified resources available to the City on short notice affording a timely solution to Safety and Loss Control at a cost that is both affordable and yielding an optimal return on investment in terms of lower loss costs and claim frequency. A formal proposal for Loss Control RASP services can be provided based upon the City's needs. REGENCY Regency(License Number PI2214)is a dedicated division of Keenan&Associates that specializes in investigations for municipalities, school districts, community colleges, and hospitals.Now,over twenty-five years in business,we are experts in working with public agencies.We complete our assignments timely and efficiently. Our reports are of the highest quality.All investigations are completed at a very reasonable cost to the client. 30 A'1 Keenan License No. 0451271 Innovative Solutions.Enduring Principles. Page 75 of 91 • G RcsponseV lax Our services include but not limited to: • Workers'Compensation Investigations: — AOE/COE Investigations — Surveillance/Sub Rosa — Activity Checks — Subrogation — Photos&Diagrams When Necessary — Doctor/Clinic Investigations — Police Reports — Coroner Reports Liability Investigations: — General Liability — 'Auto Liability — Products Liability — Discrimination — Sexual Harassment — Wrongful Termination — Photos and Diagrams When Necessary — Police Reports — Coroner Reports • Data Base Services: — Department of Motor Vehicles — Criminal and Civil Court Checks — Witness Locates/Skip Trace — Background Searches — Public Records Checks — Asset Checks — Photos and Diagrams When Necessary *Sub Rosa includes surveillance,activities checks,and court appearances. Keenan License No. 04512.71 Innovative SWitliom. F,nduring Principles. At 0- r Page 76 of 91 LOCAL PREFERENCE Finns that qualify in a Local Business, or employ local sub-consultants,and subunit a valid business license as more fully set forth in Section F.1 below,pursuant to the City of Palm Springs Local Preference Ordinance 17.56). The full local preference,five(5) points,may be mvarital to those that qualify as a Local Business T1vo(2)points nay be awarded to a non-local business that employs or retains local residents amUor firms for this project.Non-local firucs that do not employ or retain any local residents amUorfrruus for this project shall earn Zero(0)points for this criteria. Please see Keenan's Department of Insurance license and Keenan's Riverside office business license as part of Attachment A in the Required Attachments section of this proposal. List all team members with local expertise.Clearly define their role in the overall project. All members of the account team are currently supporting the City of Palm Springs and have extensive local experience. 3 �. Keenan License No. 045121-1 Innovalive Solutions. Fnduring Principles. Page 77 of 91 REQUIRED ATTACHMENTS The following required attachments are included in this section of the proposal: • Attachment A:Signature Authorization Form • Attachment B:Non Collusion Affidavit Form • Attachment D:No Conflict of Interest and Non-Discrimination Form • Attachment E:Public Integrity/Business Disclosure Form 35 Kee--nan License No. 0451271 Innovative Solutions. F,itduring Principles. tbZO,L, Page 78 of 91 ATTACHMENT"A!' *THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR QUALIFICATIONSICONCEPTUAL PLAN PROPOSAL(Envelope#1)* REQUESTS FOR PROPOSALS(RFP)#02-20 Professional Insurance Brokerage Services SIGNATURE AUTHORIZATION NAME OF COMPANY(PROPOSER): . Keenan&Associates BUSINESS ADDRESS: 2355 Crenshaw Boulevard,Suite 200,Torrance,CA 90501 TELEPHONE: 800.338.5247 CELL PHONE 949,337,2991 FAX 949.369.0324 CONTACTPERSON John.Stephens EMAILADDRESS lstephensakeenancom A. I hereby certify that 1 have the authority to submit this Proposal to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to bind myself/this company in a contract should I be successful in my proposal. Jenise Tomasello.Senior Vice President PRINTED NAME AND TITLE ,r ( /riyne>zeP.er� 10/7/2019 SIGNATURE AND DATE B. The following information relates to the legal contractor listed above, whether an individual or a company. Place check marks as appropriate: 1. If successful,the contract language should refer to me/my company as: _An individual; A partnership, Partners'names: A company; X A corporation If a corporation,organized in the state of: California 2. My tax identification number is: 95-2798626 Please check below IF your firm qualifies as a Local Business as defined in the RFP: X A Loral Business(licensed within the jurisdiction of the Coachella Valley). Copy of current business license is required to be attached to this documenL ADDENDA ACKNOWLEDGMENT: Acknowledgment of Receipt of any Addenda issued by the City for this RFP is required by including the acknowledgment with your proposal. Failure to acknowledge the Addenda Issued may result In your proposal being deemed non-responsive. In the space provided below,please acknowledge receipt of each Addenda: Addendum(s)#. None Issued islare hereby acknowledged. Page 19 of53 Page 79 of 91. `tt�r .1-.. .:Cw ". 'G Tsd •4-�.•. J" A^.-ti4 - r' R � d.+..•;'•� J .N2 BUSINESS TAX CERTIFICATE , ,, Sir 3900MainStreel Riverside,CA 92522 This CaNficate Is I„§ded for revenue purposes only and 6ds naJ 4ons8ivle a permll to E 3 (951)826-6465 ^" apeale a business Renewal of this certificate is duo notdter.than 60 days from the posted + FAX(951)826-2356 expira0dn date le avoid pQnof lo4 Failure to receive a rtfnawal nbhce does not relieve the ' W VGtL51 OE hpMers respenslbdiy to lnafnfain a nuraiil cen(finate while conducsng tidiNesa N the City. /. .!Y �'� ,r CIty+IArn�,Innoratlav BUU, SIN ESS NAME KEENANBASSOC.. ?,t ., •y ,! BUSINESS LOCATION 4204 RIVERWALK PKVVY 400.,. '"r: Account No.: 0111760 RNERSIOE CA92505.3391 -e Expbutton Cate: June 30,2020 BUSINESS OWNEfL>;�;KEENAMB ti L itslinoii Typo: COUNSELING,CONSULTING SVCS 7ti y S MOLOO f s I(EENAN&ASSCGr NAICS Markehn9 Cansu!iing Servic 2555 CRENSHP�W BLVD200 - �.":v: x -' TORFi�1NCE,L`A 9050'F3329' t r • 4 Y • I i l Page 80 Of 91. California Department of Insurance CIA4T S rceh rise rY 0451M U I�DEA ITENAN HEALTHCARE fMURANCE SERVICES,# 4DBll flEOEy CtaCYCLAIM88ERVICE F [ °Jr r '. (A Pursuant 10 the requirements of the Slate of CaliPormpa Insuranw Code, ASSOC IATES Is authorizedto act in tli¢IfnlQing capanty3i ] D tatTeER w •aplrSbn D" ae 1Urogtlrlmre Produer 1R019 a9nmi QOaiec .� Acticentand Heala Agent \lyy�tY'� l " I" � 17J12119J2 „✓Vy Casualy Bmker-AgeN gee `� -� a..� sty},)111J19J3..� -�• Br&e We-OrPy '�y' �.yy� F f lziNi9721� '— PrapeM Brdtar Age ox— ` a`^ ['Far -^�:,I gt 11171fl9Z� z+,#✓� Reghtered Adni dstrato[)) ° SurylusL ondactsAq}rt4..� 1/2611980 r `� VaAaab Csnlracts Aq�i C e �J) .,042J1ti. Business Address:.7355 Cren a•N BNd Sude200.'Jo�1rt� Caifomla 90601 /',^^� ✓�"fy Qi-j r r S 1 Oas Janes,l ra Commission¢, 1YIe0aN Pleaze rae:To wNaeEp acpanye1Ws11¢napu naY¢aea Re FdNad m0usmasveMysfarxa rtemE mAe fAamu eepaenentaltamrte'weEx¢ea[awLuv¢cecyev'CtucY li[rsw Smua" 1 Page 81 of 91 ATTACHMENT'B" *THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Envelope#1)• NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY BIDDER AND NOTARIZED AND SUBMITTED WITH BID STATE OF CALIFORNIA)ss COUNTY OF RIVERSIDE) The undersigned,being first duly sworn,deposes and says that he or she is _Senior Vice President of Keenan&Associates ..the party making the foregoing Proposal. That the Proposal is not made in the interests of,or on the behalf of,any undisclosed person, partnership,company,association,organization,or corporation; that the Proposal is genuine and not collusive or sham; that the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham Proposal, and has not directly or indirectly colluded, conspired, connived,or agreed with any Proposer or anyone else to put in a sham Proposal,or that anyone shall refrain from Proposing, that the Proposer has not in any manner, directly or indirectly, sought by agreement,communication,or conference with anyone to fix the Proposal price of the Proposer or any other Proposer,or to fix any overhead,profit,or cost element of the Proposal price,or of that of any other Proposer,or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract;that all statements contained In the Proposal are true;and,further, that the Proposer has not,directly or indirectly,submitted his or her Proposal price or any breakdown thereof,or the contents thereof,or divulged information or data relative thereof,or paid,and will not pay,any fee to any corporation,partnership,company,association,organization,Proposal depository, or any other member or agent thereof to effectuate a collusive or sham Proposal. u c I.tis Tomasello . Title, Senior Vice President Subscribed and sworn to before me this�7 day of L2&k b&—V— .201'9, .see a-har hed- &rat Cer t 7 f"ac-lC. ; Page 20 of 53 Page 82 of 91 CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE 118202 See Attached Document(Notary to cross out lines 1-6 below) ❑See_Statement Below(Lines 1-6 to be completed only by document signegs],not Notary) Signature of Document Signer No.1 Signature of Document Signer No.2(if any) A notary public or otherofficer completing this certificate verifies onlythe identityof the Individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document . State of California Subscribed and sworn to(or affirmed)before me Countyof n �e,S _ on this 7 day of c q�Ubtfr 20 ( I by Date Month Year (t) je-vd_nc,c T9tMcLse lIO awwoa rn4x (and(2)� -''`''"'"�, avz�ryvvene-Gnmmie Name(s)ofSigner(s) �� im M4eles County comma:lonl izanoe proved to me on the basis of satisfactory evidence to My Comm.Gp'ves Jun tl,iett be the person(s)who appeared beforf rn a. Signature Place Notary Seal and/or Stamp Above Signature df tory Public OPTIONAL Completing this information can deter alteration of the document or ' fraudulent reattachment of this form to an unintended document Description of Attached Document p / /� p Tide or Type of Document; YVIA - -0l jtki IC7Vl /,i'�l'dCXV Document Date: 0elol3ter ' 1 201 _( Numberof Pages: Signers)Other Then Named Above: M— - ®2017 National Notary Association f Page 83 of 91 ATTACHMENT"D" "THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Envelope#l)• CITY OF PALM SPRINGS, CA CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant 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. Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant 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"). Consultant 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, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant 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 Consultant 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. NAME OF CONSULTANTNENDOR: Keenan&Associates , NAME and TITLE of Authorized Representative: _ (Print) .Ionise Tomasello Senior Vice President Signature and Date of Authorized Representative: (Sign) l/P (Date) October7,2019 Page 22 of 53 Page 84 of 91 ATTACHMENT"E" 'THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOURTECHNICAL/WORK PROPOSAL (Envelope#1)• CITY OF PALM SPRINGS PUBLIC INTEGRITY DISCLOSURE (INSTRUCTIONS FOR APPLICANTS) Who Must File? Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City's board or commissions. Why Must I File? The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City's Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars($2,000)or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney. Note:A material financial relationship is a relationship between someone who Is an ownedinveslor In the applicant entity and a voting official (or the City Manager or City Attorney), which relationship includes any of the following: (1)the owneninvestor and the official have done business together during the year prior 10 the application; (2)the official has earned income from the ownerrinvestor during the year prior to the riling of the application; (3)the ownedlnvestor has given the official gifts worth fifty dollars($50)or more during the year prior to the filing of the application;or (4)the officiat might reasonably be anticipated to gain or lose money or a thing of value,,based upon the owner/nvestor's interest in the applicant entity,in relation to the application's outcome. When Must I File? You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed. What Must I Disclose? Page 23 of 53 Page 85 of 91 A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.). Note: (1) only trusts or other organizations that are not the fiduciaries, (2) it a second entity that is not a natural person serves the applicant entity(e.g., as a member of an applicant LLC),then all officers,directors, members,managers,trustees,etc.,of the second entity must be disclosed). B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant's application, or with the City Manager or City Attorney. What if I Have Questions? PENALTIES Falsification of information or failure to report information required to be reported may subject you to administrative action by the City. *There are some additional supplementary Instructions with an example following the form should you need further clarification. Pao 24 of 53 Page 86 of 91 4A�S a N PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM _ • Cgt�N�P 1. Name of Entity Keenan&Associates 2. Address of Entity(Principle Place of Business) 2355 Crenshaw Boulevard,Suite 200,Torrance,CA 90501 3. Local or California Address(if different than 92) 4204 Riverwalk Parkway,Suite 400,Riverside.CA 92505 4. State where Entity is Registered with Secretary of State California If otherthan California is the Entity also re istered in California? Yes No S. Type of Entity x❑Corporation ❑Limited Liability Company ❑Partnership ❑Trust❑Other(please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response Is not a natural person, please identify all of icers, directors, members, managers and other fiduciaries for the member, manager, trust or other amity Scan K.Smith,Chief Executive Officer ❑x Officer ❑Director ❑Member ❑Manager [name] ❑General Partner ❑Limited Partner ❑Other David Seres,Chief Onemting Officer ❑x Officer❑Director ❑Member ❑Manager [name] ❑General Partner ❑Limited Partner John Stephens,Senior Vice President X Officer ❑other Jenise Tornmello,Senior Vice President XOfficer Keith Pipoard,Comroate Secretary ]Officer ❑Director❑Member❑Manager [name] ❑General Partner ❑Limited Partner Page 25 of 53 Revised:In 1118 na;nv.i Page 87 of 91 ❑Other - .. 7. Ownersllnvestors with a 5%beneficial Interest in the Applicant Entity or a related-entity EXAMPLE ✓ANEOOE 50%ABC COMPANY,Inc. [name of owner/investor] [percentage of beneficial Interest In entity and name of entity] A. AssuredPartners,Inc. lea% [name of ownerlinvestor] [percentage of beneficial interest in entity and name of entity] B. [name of ownerlinvestor] [percentage of beneficial Interest in t entity and name of entity] I C. [name of ownerlinvestor) [percentage of beneficial interest in entity and name of entity] _. D. [name of ownerfinvestor) [percentage of beneficial interest in entity and name of entity] E. [name of ownerlinvestor] [percentage of beneficial Interest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing Party,Printed Name,Title Date � yin .MVP October 7,2019 ' I Senior Vice n Page 26 of 53 Revised:Into e Page 88 of 91 ATTACHMENT"C" *THIS FORM MUST BE COMPLETED AND SUBMITTED IN A SEPERATELY SEALED ENVELOPE#2"Contract Fees Proposal',NOT with Envelope#1,Qualifications/Conceptual Plan Proposal•) REQUEST FOR PROPOSAL(RFP#02-20) Professional Insurance Brokerage Services CONTRACT FEES PROPOSAL Responding to Request for Proposal No. 02-20 for Professional Insurance Brokerage Services, INVE will accept as full payment the following fixed annual fee for providing all labor, supervision; services, materials, equipment, supplies, travel, and any other associated costs for providing insurance brokerage services to the City of Palm Springs. It is anticipated the brokerage fine will be paid for all services on a fixed annual fee. Such fee should be a base fee for services and should assume that the broker is not entitled to any commissions for any coverage procured on behalf of the City. Any exceptions to this requirement should be noted in the proposal. In the event that a particular Insurance company whose coverage is most advantageous to the City will not write coverage net of commission, commissions received for coverages procured by the broker shall be disclosed and credited against the fees. Such fees and commissions will be subject to audit.at the discretion of the City. The annual Contract Fee proposal shall be defined for each of the 5 years of the potential agreement(3 years plus 2 one year optional renewals),defined as: FY 20121 renewal: $ 55,000 FY 21122 renewal: $ 60,000 FY 22123 renewal:. $ 63.500 FY 23124 renewal: $ 63.500 FY 24125 renewal: $ 63,500 Grand Total for years: $ 305,500 NAME OF FIRM SUBMITTING THIS COST PROPOSAL: Keenan&As so lates NAME OF AUTHORIZED REPRESENTATIVE: Jenise Tomasello Senior Vice President SIGNATURE OF AUTHORIZED REPRESENTATIVE: Page 21 of 53 Page 89 of 91 EXHIBIT "D" SCHEDULE OF COMPENSATION REQUEST FOR PROPOSAL (RFP #02-20) Professional Insurance Brokerage Services CONTRACT FEES PROPOSAL Responding to Request for Proposal No. 02-20 for Professional Insurance Brokerage Services, I/WE will accept as full payment the following fixed annual fee for providing all labor, supervision, services, materials, equipment, supplies, travel, and any-other associated costs for providing insurance brokerage services to the City of Palm Springs. It is anticipated the brokerage firm will be paid for all services on a fixed annual fee. Such fee should be a base fee for services and should assume that the broker is not entitled to any commissions for any coverage procured on behalf of the City. Any exceptions to this requirement should be noted in the proposal. In the event that a particular insurance company whose coverage is most advantageous to the City will not write coverage net of commission, commissions received for coverages procured by the broker shall be disclosed and credited against the fees. Such fees and commissions will be subject to audit at the discretion of the City. The annual Contract Fee proposal shall be defined for each of the 5 years of the potential agreement (3 years plus 2 one year optional renewals), defined as: FY 20/21 renewal: $55,000 FY 21122 renewal: $60,000 FY 22/23 renewal: $63,500 FY 23/24 renewal: $63,500 FY 24/25 renewal: $63,500 Grand Total for 5 years: $ 305,500 i NAME OF FIRM SUBMITTING THIS COST PROPOSAL: Keenan &Associates Page 90 of 91 R EXHIBIT "E" SCHEDULE OF PERFORMANCE Annual Insurance Renewal: Brokerage and consulting services must be provided for annual policy renewals and on an as needed basis. The broker must provide a thorough renewal presentation each year with policy recommendations to include an analysis of available alternatives in consideration of City's exposures. Brokerage services must also include market research, policy endorsements, certificates of insurance, and coverage consultation on claims filed against the City. Broker would also advise on a continuing basis, and in a timely manner, of any and all significant matters and developments regarding carrier service issues. All of the City's annual insurance policies are for the period of July 15t through June 30"'. The City expects the broker to intitiate the FY 20/21 renewal strategy in mid to late January 2020, followed by the applications submission process in February/March, with marketing conducted in April/May. Indications from the broker are expected to be provided to the City in early to mid-April, with firm quotations in mid-May so that the City Council may vote on the insurance renewal in June, with coverage bound for effective date of July 1st. This same schedule of performance shall be repeated each year of the agreement. Other Key Task Performance Schedules: Policy Review: Review policies and other documents in detail within 14 days of receipt of the documents. Policy Amendments: Process requests for additions or deletions to policies within five business days of receipt. Provide follow up with insurer that the insurer has handled the request. Advise in writing of any changes to insurance policies within 14 days. Marketing: , Monitor expiration dates of policies and provide the City with written notification at least 120 days prior to expiration, including a description of information needed to process the renewal. Develop and implement a marketing strategy, including identifying potential markets, 'for program renewals at least 120 days before policy expiration. Provide quotations to the City at least forty five (45) days prior to insurance policy expiration unless otherwise approved by the City. Certificates of Insurance: Issue certificates of insurance within three (3) business days following the date of request. Page 91 of 91