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HomeMy WebLinkAboutA5656 - KEENAN & ASSOCIATES : INSURANCE BROKERAGE SERVICES AGR AMENDMENT NO. 3 .TO PROFESSIONAL SERVICES AGREEMENT Insurance Brokerage Services and Property and Liability Third-Party Administrator Services (Agreement No. 5656) THIS THIRD AMENDMENT to the Professional Services Agreement No. 5656 for Insurance Brokerage Services and Property and Liability Third-Party Administrator Services ("Amendment No. 3") is made and entered into on the day of May, 2019 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter, the "City") and Keenan & Associates, a California corporation (hereinafter, "Consultant"), each individually a "Party," and collectively, the "Parties". RECITALS A. On or about June 3, 2008, City and Consultant entered into a professional services agreement (the "Agreement"), approved by the City Council on April 30, 2008, pursuant to which Consultant has provided City with insurance brokerage services ("Brokerage Services"). B. On or about January 3, 2013, the Parties amended the Agreement, via "Amendment No. 1," approved by the City Council on December 5, 2012 with an effective January 1, 2013. Amendment No. 1 extended the term of the Agreement pursuant to which Consultant would provide Brokerage Services, for three (3) additional years to June 30, 2016. C. On or about December 10, 2015, the Parties amended the Agreement a second time, via "Amendment No. 2," approved by the City Council on November 4, 2015. Amendment No. 2 extended the term of the Agreement pursuant to which Consultant would provide Brokerage Services, for three (3) additional years to June 30, 2019. D. On or about September 10, 2018, the Parties amended a separate agreement between them maintained by the City as a public record as "Agreement No. 5862." This separate agreement provided for Keenan's services to the City in the area of loss control and regulatory compliance services ("Loss Control Services"). The September 10, 2018 amendment consolidated property and liability third-party administrator services ("TPA Services") with Loss Control Services as being provided pursuant to Agreement No. 5862. The City Council approved this amendment to Agreement No. 5862, "Amendment No. 8" to that agreement (the "Prior TPA Services Amendment"), on July 18., 2018. E. The Prior TPA Services Amendment established the terms and conditions under which Keenan would provide TPA Services to the City from August 1, 2018 through June 30, 2019. F. The City has requested, and Keenan has agreed, to consolidate the agreements for Keenan's provision of all risk management services, including Brokerage Services and TPA Services, G. The Parties desire to amend the Agreement via this Amendment No. 3, to apply to Keenan's Brokerage Services and to Keenan's TPA Services to the City, and to extend the term of Agreement No. 5656 to June 30, 2020, on the terms and conditions provided below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Recitals. The true and correct recitals above, inclusive of defined terms are incorporated by this reference herein as the basis for this Amendment No. 3 to the Agreement. 2. Supersedes Prior TPA Services Amendment. The Parties understand and agree that the terms and conditions of the Agreement, as previously amended and amended again in this Amendment No. 3 shall apply to and control TPA Services to be provided by Keenan to the City through the term of the Agreement as amended herein. 3. Section 1.1 of the Agreement re "Scope of Services" Amended in its Entirety. Section 1.1 of the Agreement is hereby amended in its entirety to read as follows: 1.1 Scope 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," and in the Scope of TPA Services reflected in Exhibits "A-1" through and including "A-6," all of which are attached hereto and incorporated by this reference herein (hereinafter referred to in the aggregate as the "Services" or "Work"). 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 herein 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 hereunder. 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. 4. Section 1.2 of the Agreement re "Contract Documents" Amended in its Entirety. Section 1.2 of the Agreement is hereby amended in its entirety to read as follows: 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) Amendment No. 1; (3) Amendment No. 2; (4) this Amendment No. 3; (5) the Scope of Services; (6) the Scope of TPA Services; (7) the City's Request for Proposals; and, (8) the Consultant's signed, original proposal submitted to the City ("Consultant's Proposal"), which shall all be referred to collectively hereinafter as the "Contract Documents." The City's Request for Proposals and the Consultant's Proposal, which are both attached hereto as Exhibits "B" and "C," respectively, are hereby 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 with respect to Consultant's Brokerage Services, 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: (1st) the provisions of the Scope of Services (Exhibit "A"); (2nd) the provisions of the City's Request for Proposal (Exhibit "B"); (3rd) the terms of this Agreement; and, (4th) the provisions of the Consultant's Proposal (Exhibit "C"). Should any conflict or inconsistency exist in the Contract Documents with respect to Consultant's TPA Services, the conflict or inconsistency shall be resolved in favor of Exhibits "A-1" through and including "A-6." 5. Section 1.8 of the Agreement re "Additional Services" Amended in its Entirety. Section 1.8 of the Agreement is hereby amended in its entirety to read as follows: 1.8 Additional Brokerage Services. The Parties understand and agree that this Section 1.8 shall apply to Brokerage Services, and not to TPA Services as described and enumerated below. The City shall have the right at any time during the performance of the Brokerage Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services, or to make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken in relation to the Brokerage Services unless a written order is first given by the City to the Consultant, incorporating therein any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement, which adjustments are subject to the written approval of the Consultant. Any increase in compensation for Brokerage Services 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 in relation to the Brokerage Services. Any greater increases in compensation for Brokerage Services, 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 in the Scope of Services or reasonably contemplated therein, regardless of whether the time or materials required to complete any work or service identified in the Scope of Services exceeds any time or material amounts or estimates provided therein. 6. Section 1.9 Added to Agreement re "TPA Services". Section 1.9 is hereby added to the Agreement to read as follows: 1.9 TPA Services. Effective August 1, 2018, and continuing through the "Term" and any "Additional Term" as defined below in this Amendment No. 3, Keenan & Associates shall provide TPA Services to City in accordance with Exhibits "A-1' through and including "A-6" to this Agreement, attached to and incorporated by this reference herein, and enumerated as follows: Exhibit "A-1" Compensation for TPA Services Exhibit "A-2" Administrative Services Exhibit "A-3" Adjustment Services Exhibit "A-4" Investigative Services Exhibit "A-5" Additional Investigative Services Exhibit "A-6" Section 111 Reporting Services 7. Section 2 1 of the Agreement re "Maximum Contract Amount" Amended in its Entirety. Section 2.1 of the Agreement is hereby amended in its entirety to read as follows: 2.1 Maximum Contract Amount for Brokerage Services, Compensation for TPA Services. The Parties understand and agree that this Section 2 shall apply to Brokerage Services, and not to TPA Services addressed in Section 1.9 above and in Exhibits "A-1" through and including "A-6." For the Brokerage Services rendered pursuant to this Agreement, Consultant shall be compensated by City in relation to Brokerage Services accordance with the Schedule of Compensation, which is attached hereto as Exhibit "D" and is incorporated herein by reference, but not exceeding the maximum contract amount of Sixty Thousand Dollars, ($60,000) PER YEAR (hereinafter referred to as the 11 Maximum Contract Amount"), except as may be provided pursuant to Section 1.8above. Compensation for TPA Services shall at all times be in accordance with Exhibit "A-1." The method of compensation for Brokerage Services shall be as set forth in Exhibit "D." "Year 1" as reflected in Exhibit "D" shall commence at the beginning of the "Term" as defined in Amendment No. 3. The inclusion of "Year 4" and "Year 5" in Exhibit "D" shall be any guaranty or assurance by City to Keenan that any "Additional Term" as defined in Amendment No. 3 shall occur. Keenan shall not rely upon the content of Exhibit "D" to suggest that any "Additional Term" shall exist. Compensation for necessary expenditures in Consultant's provision of Brokerage Services related to reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated pursuant to 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 hereby acknowledges that it 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 therefore, and that the provisions of Section 1.8 shall not be applicable to all services identified in the Scope of Services that prove necessary hereunder. The maximum amount of city's payment obligation under this section is the amount specified herein. If the City's maximum payment obligation is reached before the Consultant's annual Brokerage Services under this Agreement are completed, Consultant shall nevertheless complete the Work without liability on the City's part for further payment beyond the Maximum Contract Amount. 8. Section 3.4 of the Agreement re "Term" Amended in its Entirety. Section 3.4 of the Agreement is hereby amended in its entirety to read as follows: 3.4 Term and Additional Terms. Consistent with Exhibit "E" attached hereto and incorporated by this reference herein, the Parties understand and agree that unless earlier terminated as provided elsewhere in this Agreement, the term of this Agreement (the "Term") shall commence on July 1, 2019 and continue in full force and effect until June 30, 2020. In an exercise of its sole discretion, City shall determine whether it wishes to extend the time during which Keenan shall provide any services after the expiration of the Term. Although this Agreement contemplates that the Term and any Additional Term will incorporate both Brokerage Services and TPA Services by Keenan to the City, the City has and retains at all times the absolute discretion to terminate one form of service, in accordance herewith, while retaining the other. 9. Section 9.3 of the Agreement re "Covenant Against Discrimination" Amended in its Entirety. Section 9.3 of the Agreement is hereby amended in its entirety to read as follows: 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.Exhibits "A-1" through and including "A-6" Added to Agreement. Exhibits "A-1" through and including "A-6" are hereby added to and incorporated in the Agreement in their entirety in the form attached to and incorporated by this reference in this Amendment No. 3. 11.Full Force and Effect. This Amendment No. 3 is supplemental to the Agreement as previously amended by Amendment No. 1 and Amendment No. 2. Amendment No. 3 is by this reference, in its entirety, made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment No. 3 and any provisions of the Agreement, the provisions of this Amendment No. 3 shall in all respects govern and control. 12.Corporate Authority. Each of the persons executing this Amendment No. 3 on behalf of a Party hereto warrants that (i) such Party is duly organized and in good standing, (ii) they is duly authorized to execute and deliver this Amendment No. 3 on behalf of said Party, (iii) by their execution of this Amendment No. 3, such Party is formally bound to the provisions hereof, and (iv) entry into this Amendment No. 3 does not violate any provision of any other agreement to which said Party is bound. SIGNATURES FOLLOW IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the dates stated below. ATTEST: "CITY" CITY OF PALM SPRINGS, CA i By: ry By: nthony* i David H. Ready, ,City CI rk City Manager Date: , �1 �'Zd �h Date: ApPROVED BY CITY COUNCIL APPROVED AS TO FORM: By: T� J ery Ilinger City Attorney Date: S 70 "CONSULTANT" Keenan & Associates Date: Awn 2 �, 2-0 /7 By: �- ohn ph s, Sr. Vice President EXHIBIT "A-1" COMPENSATION FOR TPA SERVICES 1. Compensation to Keenan for TPA Services. City agrees to pay Keenan fees for TPA Services established as follows: For the period commencing July 1, 2019 through and including June 30, 2020: Service Fee Hourly Rate $90.00 / hour Mileage $0.58/ mile Pages/Stenographic $7.00/ page Photographs $3.00/ page Set up fee 1 hour Service Rate above Digital R/S Transfer $15.00 /file Data Processing At no additional charge 1099 Preparation At no additional char e Index/OFAC At no additional charge CMS Reporting At no additional charge Translator Fee At cost Miscellaneous At cost EXHIBIT "A-1" Page 1 of 1 Amendment No.3 Agreement No.5656 Keenan&Associates EXHIBIT "A-2" ADMINISTRATIVE SERVICES During the term of this Agreement, Keenan agrees to provide the following administrative services in relation to TPA Services: A. Provide City a tabulated Monthly Status Report on all active Claims, indicating the open or closed status of each reported Claim assigned to Keenan, the details of each Claim, the payments during the month and the reserve status. B. If requested by City, Keenan shall establish a trust account from which Claims that are within the member retained limits are paid. If an account has already been established on the City's behalf, Keenan shall continue to maintain the account upon renewal of services. Keenan will provide transaction registers of all such expenditures. The City will maintain a balance adequate to pay bills and expenditures, on a monthly basis from the account and will reimburse said account promptly on a monthly basis in the amount the account is depleted, as outlined in this Agreement. C. Provide for payment of Claims, according to the guidelines given by City, to the extent that there are funds available in City's trust account. EXHIBIT"A-2" Page 1 of 1 Amendment No.3 Agreement No.5656 Keenan&Associates EXHIBIT "A-3" ADJUSTMENT SERVICES Keenan agrees to provide, during the term of this Agreement, the following adjustment services on each Claim: A. The maintenance of a file on each Claim reported to Keenan. B. Periodic review and adjustment of reserves on all open Claims. C. Whenever investigation results in a determination that City sustained a liability to a third party, Keenan shall process any such Claim for settlement in accordance with the instructions and policies of City presented to Keenan in writing. D. Investigate, evaluate and adjust all Claims by a covered party in accordance with the terms of the Agreement; E. Notification of City's primary and excess coverage providers of all Claims, which exceed City's retained limit and maintenance of liaison between the Coverage providers and the City on matters affecting the adjustment of such Claims and seek reimbursements for loss in excess of retention or deductible. F. Pursue and direct subrogation/third-party recovery against any party responsible or partially responsible for loss incurred by City, in accordance with the terms of the "Memorandum of Coverage" or "Insurance Policy" and, if a recovery is successful, the reimbursement of any amounts (net of subrogation effort expenses) shall be made in inverse order, to the extent of each party's disbursement: first to the reinsurer, then to the pool where the City is a member and then to the City. G. Recommendation of rejection of Claims when appropriate pursuant to relevant provisions of Title 1, Division 3.6, Part 3, Chapter 2, of the Government Code of the State of California. H. Attempt to obtain Release Agreements on behalf of City in connection with the settlement of Claims. I. Retain defense and coverage counsel in accordance with approved guidelines for the Coverage. Files referred to counsel will be sent with the appropriate instructions to advise counsel of the steps which are being authorized. All legal bills are to be reviewed for the nature of the work performed and reasonableness of the time charged. EXHIBIT "A-Y Page 1 of 1 Amendment No.3 Agreement No.5656 Keenan&Associates EXHIBIT A-4 INVESTIGATIVE SERVICES Keenan agrees to provide, during the term of this Agreement, the following investigative services: A. Receipt and examination of all reports of Claims. B. Initiate investigation through in-house review of Claims, where the nature of the Claim warrants such investigation or when requested by City; such investigation to include telephone or written contact with claimant, witnesses, or employees of City. C. Provide a report to City with the findings of such investigation and information regarding any potential for subrogation/third-party recovery. D. Assignment to and monitoring of all experts, consultants and field investigators appropriate for the type of Claim presented. City shall make available to Keenan all employees of City who are witnesses to an incident for accident or who have knowledge of the event or incident, which is the subject matter of a Claim. If possible, City shall provide Keenan with photographs and engineering drawings or other descriptive material of all conditions of City property which are alleged to be dangerous or that were damaged in the events which produced the Claim under investigation. EXHIBIT "A-4" Page 1 of 1 Amendment No.3 Agreement No.5656 Keenan&Associates EXHIBIT "A-F ADDITIONAL INVESTIGATIVE SERVICES If necessary to determine probable liability% damage or deny coverage of a Claim and if a third-party recovery is pursued. Keenan shall conduct additional investigation of such Claims, where the nature of the Claim warrants such investigation or when requested by City as follows: A. Additional Investigative Services shall include additional contact with claimant, witnesses, or employees of City, and other additional investigative services, such as professional photography, laboratory services, property damage appraisals, taking statements from witnesses away from the premises of Keenan, on-site investigation, copying material and other records, trial preparation and professional engineering services including, but not limited to, map preparation, accident reconstruction, material analysis and premises evaluation (collectively, "Additional Investigative Services"). B. Keenan agrees to manage and monitor the activities of any such vendors involved in the potential recovery and to assist them in the provision of such services. C. City agrees to pay for the cost of Additional Investigative Services. The invoice for such services shall be due and payable upon presentation. City acknowledges that Additional Investigative Services may be provided by independent third-party vendors or by employees or affiliates of Keenan; provided that the rates charged by Keenan employees or affiliates shall be market rates. EXHIBIT "A-5" Page 1 of 1 Amendment No.3 Agreement No.5656 Keenan&Associates EXHIBIT 66A-6" SECTION 111 REPORTING SERVICES Section 111 of the Medicare, Medicaid and SCHIP Extension Act of 2007 ("Section 111") requires the reporting of certain liability settlements and/or payments to the Center for Medicare Services ("CMS"). City is the Responsible Reporting Entity ("RRE"), as defined under Section 111, for any liability payment or settlement made by it from its own funds. For each claim managed by Keenan under the Agreement, Keenan shall, in its capacity as TPA, perform the following services: A. Determine whether or not a Section 111 report ("Report") must be filed; and B. File any required Reports on behalf of City. The services in relation to Section 111 shall be provided in accordance with the following: 1. When a claim payment or settlement exceeds City's retained limit or deductible ("MRL/Deductible"), Keenan, as City's TPA, shall file a Report with respect to the portion of the payment made from the City's MRL/Deductible. The coverage. provider is responsible for submitting a Report with respect to any payments made by the coverage provider. 2. It is the City's responsibility to timely provide Keenan with all information in its possession that is required for the filing of a 111. Report. Keenan shall not be responsible for any penalty or fine that is assessed for a failure to file a timely, accurate and/or complete Report if such failure was the result of the failure of the City or any third party to provide Keenan with all information necessary to file a timely, accurate, and complete Report. 3. Keenan cannot issue a payment to a claimant until all information required for the filing of a Report has been received. 4. Keenan shall have no responsibility to file a Report for any payment or settlement made by City without the involvement of Keenan. In such cases, City or its designee, shall be solely responsible for its own Section 111 compliance. This includes, without limitation, the determination of whether or not a Report must be submitted, as well as the preparation and submission of all required Reports. EXHIBIT "A-6" Page 1 of 1 Amendment No.3 Agreement No.5656 Keenan&Associates Amendment No. 3—Agreement No. 5656 Keenan &Associates Page 12 of 12 AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT Insurance Brokerage Services (Agreement No. 5656) THIS SECOND AMENDMENT to the Professional Services Agreement No. 5656 for Insurance Brokerage Services is made and entered into on the 1st day of January, 2016 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the "City"), and Keenan &Associates, a California corporation (hereinafter referred to as the"Consultant")collectively, the "Parties'. RECITALS A. City and Consultant previously entered into a professional services agreement for insurance brokerage services on June 3, 2008 (the "Agreement'). B. City and Consultant previously amended the agreement (Amendment No. 1) on December 12, 2012 to extend the agreement for three additional years to January 1, 2016. C. City and Consultant desire to amend the Agreement(Amendment No. 2)to extend the term of the Agreement No. 5656 to June 30, 2019 on the same terms and conditions, including without limitation compensation. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,the Parties agree as follows: AGREEMENT 1. Amendment to Section 3.4 of the Agreement is amended in its entirety to read 3.4Term. Unless earlier terminated as provided elsewhere in this Agreement,this Agreement shall commence on the effective date of this Agreement and continue in full force and effect until June 30,2019. 2. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 3. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii)by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv)the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON NEXT PAGE] ORIGINAL BID AND/OR AGREEMENT IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: "CITY" CITY OF PALM SPRINGS, C B By / ames Thompson, City Clerk David H. Ready, City uaa r Date: _ 12/ 1e/zolf Date: k� ��•\Cj APPRO r TO FORM: By Cit Aft Date: "CONSULTANT" Keenan & Associates Date: By. Date: /�o✓. Zo �� 2 s AMENDMENT NO.I TO PROFESSIONAL SERVICES AGREEMENT Insurance Brokerage Services (Agreement No.5656) THIS FIRSt AMENDMENT to the Professional Services Agreement No. 5656 for Insurance Brokerage Services is made and entered into to be effective on the 1st day of January,2013 by and between the City of Palm Springs, a California charter city and municipal corporation(hereinafter referred to as the City), and Keenan&Associates,a California corporation(hereinafter referred to. as'")collectively, the"Parties'. . RECITALS A. City and Consultant previously entered into a professional services agreement for insurance brokerage services on June 3,2b08(the`Agreement"). B. City and Consultant desire to amend the Agreementto extend the term ofAgreement No. 5656 to June 30, 2016 on the same terms and conditions, including without limitation compensation. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT Amendment to Section 3A of the Aoreernent is amended in its entirety to read: 3.4 Tenn. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall commence on the effective date of this Agreement and continue in full force and effect until June 30, 2016. 2. Full Force and Effect This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein,shall continue in full force and effect In the event of any corrfiid or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 3. Corporate Authority: The persons executing bits Amendment on behalf of the Parties hereto warrant that(1)such party is duly organized and existing,(7 they are duly authorized to execute and deliver this Amendment on behalf of said party,()by so executing this Amendment,such party is formally bound to the provisions of this Amendment,and(w)the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON NEXT PAGE] 1 03 IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated below. Q ATTEST: "CITY" CITY OF PALM SPRINGS, CA. - ames Thompson, City Clerk David H. Ready alter Date:. �" 0 3�'2 a�3 Date: V 3 hd APPROVE TO FORM: By APPROVED BY Cily COUNCIL City Attofio 0 k-Mb Date: "CONSULTANT" Keenan &Associates O Date: B Date: O 2 04 Revised: 3/23107 PROFESSIONAL SERVICES AGREEMENT for Insurance Brokerage Services THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement") is made and entered into, to be effective this � day of ,VV\�— , 2008, by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter referred to as "City") and Keenan & Associates, a California corporation, (hereinafter referred to as "Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and are hereinafter collectively referred to as the"Parties." RECITALS A. City has determined that there is a need 1'or professional Insurance Brokerage Services to assist in the management of the City's various insurance requirements, programs and policies (the"Project"). B. Consultant has submitted to City a proposal to provide professional Insurance Brokerage Services to City for the Project pursuant to 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 herein. D. City desires to retain Consultant to provide such professional services. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perfonn the professional services set forth in the Scope of Services described in Exhibit "A," which is attached hereto and is incorporated herein by reference (hereinafter referred to as the "Services" or "Work"). 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 herein 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 hereunder. 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_ 5247621 1 /r t1��d Diu Y'�l�.i'• li_,'Li�i�.'����^ Revised: 3/23/07 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"), which shall all be referred to collectively hereinafter as the "Contract Documents." The City's Request for Proposals and the Consultant's Proposal, which are both attached hereto as Exhibits "B" and "C," respectively, are hereby 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_ (Is') the provisions of the Scope of Services (Exhibit "A"); (2nd) the provisions of the City's Request for Proposal (Exhibit 13"); (3`d) the terms of this Agreement; and, (4°i) the provisions of the Consultant's Proposal (Exhibit "C"). 1.3 Compliance with Law. Consultant warrants that all Services rendered hereunder shall be performed in accordance with all applicable federal, state, and local laws, statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder. 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 tern 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, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City hereunder. 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 hereunder. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services hereunder, Consultant shall hurnediately 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 furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and 524762.1 2 Revised: 3123/07 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. 1.7 Further Responsibilities of Parties. Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both 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 therein any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement, which adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to twenty-five percent (25%) of the Maximum Contract Amount or S25,000, 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 in the Scope of Services or reasonably contemplated therein, regardless of whether the time or materials required to complete any work or service identified in the Scope of Services exceeds any time or material amounts or estimates provided therein. 2. COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered pursuant to this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached hereto as Exhibit "D" and is incorporated herein by reference, but not exceeding the maximum contract amount of Sixty Thousand Dollars, (S60,000) PER YEAR (hereinafter referred to as the "Maximum Contract Amount"), except as may be provided pursuant to Section 1.8 above. 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 pursuant to 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 hereby acknowledges that it 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 therefore, and that the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of Services. The maximurn amount of city's payment obligation under this section is the amount specified herein. if the City's maximum payment obligation is reached before the Consultant's Services under this Agreement are completed, consultant shall nevertheless complete the Work without liability on the City's part for further payment beyond the Maximum Contract Amount. 5247621 3 Revised: 3/23/07 2.2. Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation (Exhibit "D"), in any month in which Consultant wishes to receive payment, no later than the tenth (10) working day of such month, Consultant shall submit to the City, in a form approved by the City's Finance Director, an invoice for services rendered prior to the date of the invoice. 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 a soon thereafter as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees. An amendment may be entered into: (a) to provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/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 therefore by the Palm Springs 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 Schedule of Performance(Exhibit"E"). 3.2 Schedule of Performance. Consultant shall commence the Services pursuant to 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, which is attached hereto as Exhibit "E" and is incorporated herein by reference. 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 lblaieure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered pursuant to 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), including, but not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine 52a762 1 4 Revised: 3/23/07 restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if Consultant, within ten (10) days of the commencement of such delay, notifies the City Manager in writing of the causes of the delay. The City Manager shall ascertain the facts and the extent of delay, and extend the time for 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 pursuant to this section. 3.4 Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall corunence upon the effective date of this Agreement and continue in full force and effect until completion of the Services but not exceeding three (3) years from the date hereof, except as otherwise provided in the Schedule of PerConnance (Exhibit "E") and pursuant to Section 3.2 above, unless extended by mutual written agreement of the Parties. 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the Services to be performed under this Agreement and make all decisions in connection therewith: Job n 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 such person as may be designated by the City Manager of City, and is subject to change by the City Manager. It shall be the Consultant's responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Services, and the Consultant shall refer any decisions which must be made by City to tine Contract Officer_ Unless otherwise specified berein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to cant' out the terms of this Agreement. 4.3 Prohibition Against Subcontracting* or Assi nments. 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 the performance of this Agreement, nor any part thereof, nor any monies due hereunder, 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 s a>�z 5 Revised: 3/23/07 omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 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 herein 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 hereunder 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 hereunder without the express written consent of City. 4.4 Independent Contractor. A. The legal relationship between the Parties is that of an independent contractor, and nothing herein shall be deemed to make Consultant a City employee_ During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act 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 incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner- 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 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 inderrmifrcation to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services hereunder. If for any reason any court or governmental agency determines that the City has financial obligations, other than pursuant to Section 2 and Subsection 1.8 herein, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, servants, representatives, subcontractors, or agents, 524762 1 6 Revised: 3/23107 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, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Work hereunder by Consultant, its 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 herein. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder shall be as follows: A. Errors and Omissions insurance. Consultant shall obtain and maintain in full force and effect throughout the tern 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 pursuant to (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 pursuant to 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 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 524762 1 7 Revised: 3/23/07 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 full 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 subcontractors, 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 Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the tern 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 (S2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, 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 fall 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 (S 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 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 may require evidence of pending claims and claims history as well as evidence of Consultant's ability to pay 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 pursuant to this Agreement: 5.3.1 For any claims related to this Agreement, Consultant's coverage shall be primary insurance as respects City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City SaFzi 8 Revised: 3/23/07 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 None of the insurance coverages required herein will be in compliance with these requirements if they include any limiting endorsement which substantially impairs the coverages set forth herein (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 will "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 herein. 5.3.6 Consultant agrees to ensure that subcontractors, 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 upon request, all agreements with subcontractors 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 inforra Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights hereunder in this or any other regard. 5.3.8 Consultant shall provide proof that policies of insurance required herein 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 524762 1 9 Revised: 3/23/07 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 nor 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 impairs 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 herein 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 hating of B++, Class VII, or better, unless such requirements are waived in writing by the City Manager or his 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 514762 1 10 Revised: 3/23/07 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 Na" or 'for any and all work performed 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. hi 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 agentfbroker 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. G. INDEMNIFICATION A- Consult wit agrees to defend aitd indemnify, and hold the City, its council members, officials, officers, agents, and its, employees free and harmless from and against any and all losses, damages, liabilities, claims, causes of action (whether legal, equitable or administrative), judgments, court costs and legal,or other expenses (including attorneys' fees) (collectively "Claims") which the City, its council members, officials, officers, agents, or its employees may suffer or incur arising from the willful misconduct or negligence of Consultant and those acting on behalf of Consultant, except to the extent such Claims arise from the willful misconduct or negligence of the City, its council members, officials, officers, agents, or its employees. B. City agrees to defend and indemnify, and hold the Consultant fiee and harmless from and against any and all Claims which Consultant may suffer or incur arising from the willful misconduct or negligence of City, its council members, officials, officers, agents, and its employees, except to the extent such Claims arise from the willful misconduct or negligence of the Consultant. 5247621 11 Revised: 3/23/07 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 as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Work or Services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of such fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.3 Ownership_of Documents, All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subcontractors, and agents in the perfonnance 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, and 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 hereunder. 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 damages resulting therefrom. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein_ Consultant shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the perfonnance 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 authorization. s2ax,21 12 Revised: 3/23/07 7.5 Audit and Inspection of Records. Alter 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 perfonmance 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 Termination. 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. 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 the notice provides otherwise. Thereafter, Consultant shall have no further claims against the City under this Agreement. Upon termination of the Agreement pursuant to this section, Consultant shall submit to the City an invoice for work and services performed prior to the date of termination. In addition, the Consultant reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days written notice to the City, except that where tenmination is due to material default by the City, the period of notice may be such shorter time as the Consultant may determine. 8.4 Default of Consultant. A. Consultant's failure to comply with any provision of this Agreement shall constitute a default. B. If the City Manager, or his designee, determines that Consultant is in 524762.1 13 Revised: 3/23/07 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 any and 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 herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.3. C_ 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 8.4.13, take over the work and prosecute the same to completion by contract or otherwise, and 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), and City may witlrlrold 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 herein. 8.5 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 fire full provisions hereof. 8.6 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 sarne default or any other default by the other Party. 8.7 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.8 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, including but not limited to reasonable attorney fees, E24762 1 14 Revised: 3/23/07 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. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMJNATION 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 arnount which may become due to the Consultant or to its successor, or for breach of any obligation of the terns of this Agreement. 9.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. Consultant warrants that is 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 perfonnance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, or national origin. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, or national origin. Such actions shall include, but not be 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. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. A. 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, 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 thereof arising out of the perfonnance 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 inderrmify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or 5'4762 1 15 Revised: 3/23/07 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 thereof, Consultant shall not be obligated to indemnify City under any settlement made without Consultant's consent or 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. 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 Notices. All notices or other connnunications required or permitted hereunder shall be in writing, and 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, and 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, instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To Citv: 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 Vice President 901 Calle Amanecer, Suite 200 San Clemente, CA 92673 'telephone: (949) 940-1760 ext. 5161 Facsimile: (949) 369-0324 10.3 Entire 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 arnong the Patties with respect to the subject matter hereof No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees. 10.4 SeverabWty. Whenever possible, each provision of this Agreement shall be 524762 1 16 Revised: 3/23107 interpreted in such a manner as to be effective and valid under applicable law, but 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. Nothing contained in ibis Agreement is intended to confer, nox shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a iltird-party beneficiary or otherwise, upon any entity or person not a party hereto. 10.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth herein and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 10.8. Corporate Authority. 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 Agreement on 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 this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. s n76z i 17 i Revised: 3/23107 IN WITNESS WHEREOF, the City and the Contractor have caused this Agreement to be executed the day and year first above written. ATTEST: CONTENTS APPROVED: CITY OF PALM SPRINGS, CA. City Glerk City Manager Dater_ �U+�. a7 �u�� ate: on& I By r ate: ,, I APPROVE TO/FORMQ: APPROVED BY CITY COUNCIL: By ( �' �( t �cl Date. 4/30/OSAgreement No. 65656 City Attorney / Date: 7-�4 APPROVED BY CITY COUNCIL Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any dice President. The seCond signature must be frorn the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. CONTRACTOR NAME: KEENAN E ASSOCIATES Check one_Individua(_Partnership $Corpo anon 2355 CRENSHAW BLVD. , SIIITE 200 Address TORRANCE, CA 90501 By anZ, ,j)-- Signature(Notari d NOTARY CEF rnpicA-m ATMCTFI-�r Q47G2A 1 State of California ) CALIFORNIA ALL-PURPOSE County of CERTIFICATE OF ACKNOWLEDGMENT On CC'JhJ before me,� 4 lobbC ' (heie n rr na e and title OF[he office,) personally appeared �5 who proved to me on the basis of satisfactory evidence to be the persc r�K)whose names s re sr scribed to the within instrument and acknowledged to me tha he she/they executed the same in I ier/their authorized capacity i , and that b his/ er/their signatu�on the instrument the perso k<,, or the entity = upon behalf of which the perscir{<acted,executed the instrument- I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. emycomm. /rnEs suNCKyu PC<g g commission# 1676485 Notary Public-California gWITNESS my hand and official seal. orange county Expires May 6,2009 Signature (Seal) OPTIONAL INFORMATION i Although the lnforma[ton trr thrs yeC Non rs nor re qutrgd by low, n (oulcl prevent fraudulent removal and reattachment of this _ urknowledymenf to an unouthanzed document and may prove useful to pefsons relying on the arrached documen r. 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IA 50212de 12 rorm ACK02 TOM Torr-nrrlrr nil roll-frar±1'877-34e-6555 11w36 us on the l nrerrre[dr hop/rwww notaryrotary mm State of California ) CALIFORNIA ALL-PURPOSE Countyof L.oa Amnldzy ) CERTIFICATE OF ACKNOWLEDGMENT On i %A4 ISM Zyo >r beforeme, ALlcli� v5 oli CGJ � /10 1 Fau/a/�, / (hnr Inserr naM1ir and r lrl a pf Th nfflrer) �� V personally appeared Avlc) Se,re,S i who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that/she/they executed the same in his/her/their her/their signature(s) on the instrument the person(s), or the entity authorized capacity(ies), and that by& upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS m hand and official seal. Cueu+oLavgesqur�L y Commlubn A`1609165 . + Notary Public-Collfomio /� Los Angeles COL /J My Comm.Fxplres5ep2.,2009 - Signature /1d (Seal) OPTIONAL INFORMATION Alrhough the inforrnarlon fn rhrs secrron rs nor required by luw,rr could prevernf Gaudule•nf removal and reallachment o/ this acknowledgmenr ro an undurhvnred docurnenr and rrfuy prove useful ro parsan.s rvlyfng on the or(ached documenr - Description of Attached Document The preceding Certificate of Acknowledgment is attached ro a document Method of Signer Identification tied/fOr the purpose of Proved to me on Irle laaSIS of sausra=ry evidence L O fni m(d of idPnnfiCarinn r) rrrdihle wanr••(ev) .i Notarial event is detailed in notary)ournal on containing pages,and daTed Pa9u# miry a The signer(s) capacity or authority Is/are as Noiaiy concacr ❑ Individual(s) Other ❑ A Iney-In-fact ❑ Additional Slgrl ❑ Slgner(s)Thumbpnnr(s) corperateOfcer(s) Chief Financial Officer nne(,i — ❑ ❑ Guardian/conservator - _ ❑ Partner-Limbed/General _ ❑ Trustee(s) ❑ Other representing Nanne(s)of Pei eon(s)or Eruay(ie.)Siynei o nepre.eramy ®Copyright 30D7 Notary fioraiy,Inc 92529rh 51 De.Mcine•. IA 50212-3e 12 FOrm ACIl 10107 Tor,,.,H,r ,11 Ipll.frnri'N77-349•65861, IN uspn1helnreineraf htrp//wwwimraiyfocary Wrm p4 PALM JA 1 �4v� .per - � C 4 � CgllppgNP REQUEST FOR PROPOSAL (RFP 09-08) FOR PROFESSIONAL INSURANCE BROKERAGE SERVICES ADDENDUM NO. 1 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE SPECIFICATIONS AND INSTRUCTIONS ARE TO BE INCLUDED IN THE ORIGINAL DRAWINGS AND SPECIFICATIONS., THIS ADDENDUM SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. The City has received the following questions and is hereby providing answers thereto: RESPONSE TO QUESTION RECEIVED TO DATE: Q 1: The Schedule of Insurance in Force shows no Excess Workers' Compensation policy. Does one, in fact, exist? I know that the City's a self-insurer, but it would be unusual not to purchase excess cover. Al: The information regarding Excess Workers'Compensation in addition to Earthquake/Flood and Volunteer Liability/Auto Coverage was inadvertently omitted on Schedule of Insurance in Force contained within the RFP# 09-08 document. The complete Attachment 'A"Schedule of Insurance in Force, Page 12 is attached for reference. Q 2: Who is the City's current broker? For how long has the City had this broker relationship? A 2: The City has heretofore entered into an agreement with Davis & Graeber Insurance Services for insurance brokerage and consultation services. Davis & Graeber is the City's current broker of record for all lines of insurance except Excess Workers'Compensation. The initial term of the agreement with Davis & Graeber was for a five year term expiring June 30, 2007. The City entered into a separate one (1) year agreement with Davis & Graeber in August 2007 to enable the City to solicit new proposals for brokerage services. The current agreement expires in August 2008. The City has a separate agreement with Keenan & Associates to be the City's broker of record for excess workers' compensation insurance, This agreement is for a one (1) year term- expiring on June 30, 2008. I Q 3: Is your current broker(s) compensated on a fee, commissions, revenue share arrangement? A 3: The current broker is paid a flat annual fee for all services rendered under the contract. This fee is paid in quarterly installments Q 4: Do you feel you receive adequate service for the current commissions or fee afforded to your current broker? Do you feel the commission or fee is low in comparison to the services received? A 4: The City has been generally satisfied with the level of services currently provided by the current broker of record. The City has no way of knowing without the benefit of conducting a competitive process whether the current fee paid is low or high in contrast to the level of services received. Q 5: Kindly share with us the assumptions and findings upon which the City decided to proceed with this RFP? Was it a result of insurance coverage, service or pricing issues? A 5: The City has a standard business practice of soliciting proposals for services every so many years. Since the current agreement for brokerage services has been in place for over five years now, the City finds it prudent to solicit new proposals for brokerage services at this time. It should be noted that the City's decision to solicit proposals for brokerage services does not reflect a dissatisfaction with its current broker of record, its services or fees paid. Q 6: What is the City hoping to achieve through this RFP process? A. 6: The City is hoping to use the RFP process to select the most qualified firm to provide the range of brokerage services the City is seeking for a term not to exceed 5 years. Although price is not the sole factor in selecting a broker, the City will measure the cost effectiveness of each proposal against the range of services being provided to determine which firm offers the best value. Q 7: What financial incentives does the district have in mind and on what basis? A 7.- The City doesnY understand the intent of this question and will not be providing a response. Cl 8: What services does the City's current broker provide that the City values most? A 8: The current broker provides a range of services to the City each of which provides a high level of value. These services include, but are not limited to: soliciting insurance proposals from qualified carriers;analyzing insurance market trends and providing recommendations on coverages; conduct on-site risk assessments of City facilitles;provide on-going advice on safety and loss control matters; assist the City in tiling insurance claims; and provide specific advice on indemnity and insurance provisions and other risk management issues_ Q 9: Please estimate the number of hours of claims and loss control services you are currently receiving? Is this adequate? A 9: On average, the current broker spends approximately 25 hours per month managing the City's account. This includes attendance at a monthly safety meeting, managing various claims and providing on-going administration of the City's insurance portfolio. Q 10: What specific factors or metrics will be used to evaluate the written respondents and finalists? A 10: The specific factors to be used for the evaluation of proposals are outlined in the RFP document under Section Vill titled "Consultant Selection" Q 11: How will the decision be made if the City of Palm Springs decides to split the program between brokers? A 11: Although it is the City's preference to have a single broker of record, if it is determined that having more than one broker is in the City's best interest the decision to split the insurance portfolio will be based on which firm provides the best approach to the specific type of insurance being procured, BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Craig L. Gla de s, CR.. Procuremen Contracting Manager DATE: March 28, 2008 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: Acknowledgment of Receipt of Addendum 1 is required by signing and including the acknowledgment with your proposal. Failure to acknowledge this Addendum may result in your proposal being deemed non-responsive. ATTACHMENT "A" CITY OF PALM SPRINGS SCHEDULE OF INSURANCE IN FORCE INSURyANCE COVERAGES IN EFFECT - POLICY YEAR 2DD7- r-f+rrrv �t�.iP .'�H9) w J n.,.�t.'rck.,:pp �,.[.,, ,I`� ~it'.•;';,,.! +,.I"_I�,V,.;(d4��iN+( P-�p�' , ,',•, �� 'µ. � ,r. :�� ,,gy�pp ° .i 'm'..�In. i 'mm� R I ,d`;, _eat= ar ;,.�f. .�n .8,;wm'.?u. M.�',+.�; rF,`�!'71.A,:�,. u..,,�, ;V}•Wu,'�iw �i'`��f + ". ��; m -Carrier' . '�'o' _,egg Lthiits ,� ` � gaYUti7' ' Vf"r'tnUal, TYeductibYe' B'eg.'baKe Ex'pAite •Framlum Premium . Excess Comprehensive 1 Everest National Ins Co General&Auto Liability par 1$10,D00,000 SIR:5400,000 7!1/2007 Special Public Entity 7/1/2008 $191,760 $178,422 Form/Employment prabms I2 Hartford Fire Ins,Co. Crime Shield $1,000,0001$100,000 7/1/2007 7/1/2008 $3,358 $3.532 $300,000 $10,000/$1,000 - 3 Affiliated FM Ins Co. Boiler&Machinery- incld in all Property included in properly limit incld in all Risk Risk $10,000 Premium Premium �4 Affiliated FM Ins Co. All Risk Property36,127,802 P anket ----Bldg/BPP IC=vr0 7/1/2007 711l2008 $359.839 $350,481 250D000 DIC DIC,vre Police Aero Squadron(1974 Cessna 182p,n47ps) $100 in 5 Westchester Fire Ins BI/PropertylAll Risk Ground $75,000 Hull Coverage Moticn!$500 7/1/2007 7/1/2008 &Flight Hulli'Medical $7,699 $6,902 Liability: §5,000,ppp Stored Payments Medical:$1.000 I6 Ace Property&Casualty eac Ins. Airport Liability $50,000,000 oc045000 711/2007 7/1/2008 $53,009 $53,008 aggregate '7 Multi Media Professional Landmark American Liability $1,000,000 $5.000 11l9/2007 11/9/2008 $9,028 $8,750 S2M General Total Limit _ Nautilus Insurance VillageFest Liability P 8 §2M Prods/Completed leted Company ty $1 M each occurrence $500 10/18/2007 10/1812008 $12,375 $11,457 $100K Premises Damage .9 Safety National Casualty Excess Workers' $25 Million Coverage Each Corporation Compensation Accident: $1 M $1 M 7/1l2007 711l2008 $271,799 $75,037 10 Earthquake and Flood DIC $22.5M Excess of Lloyds of London Layer 1 Excess primary N/A 11/20/2007 111�0/2008 NIA 5541,407 $25K Medical $1 M 1 VIS-Volunteer Ins.Svc. Volunteer Liability&Auto Personal ea.Occur/$3M (CIMA Companies, Inc) Liability(255 volunteers) Annual Agg. $500K None 7/1/2007 7/1/2008 $2,834 $3,20D Auto CSL page 12 f frvin4n.-I q/77Mnnn CITY OF PALM SPRINGS, CA O� ?ALM s ti y REQUEST FOR PROPOSALS # 09-08 V f i PROFESSIONAL INSURANCE BROKERAGE SERVICES I. OVERVIEW AND INTRODUCTION 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 in the areas listed below: a. Excess General Liability, including employment practices; b. Property; C. Automobile; d. Boiler and Machinery; e. Excess Workers' Compensation; f. Earthquake and Flood; g. Aviation; h. Crime; i. Environmental; j. Any other coverages requested by the City of Palm Springs or recommended by the broker A schedule of insurance coverages, deductibles and premiums paid in the current fiscal year 2007-2008 is included as Attachment"A". 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 46,437 (January 2007), with another 27,000 to 30,000 people living in the City in the winter, bringing the total population to almost 75,000 residents during the winter season. 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. The City Council consists of four residents who are elected at large to four-year staggered terms. The Mayor is directly elected to a four-year term and serves as the fifth member of the City Council. The City is organized into 20 departments and operates and maintains a full range of municipal services, including a public library, a police department, a fire department, an international airport, wastewater treatment plant and a full municipal parks and recreation program. The City has 485 staff and a FY2007-08 total budget of $173 million (the operating budget is$64 million) and an investment portfolio of$94 million. 2 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, bonding, property and casualty insurance marketplace. II. PURPOSE The purpose of this RFP is to select a qualified firm to provide professional insurance brokerage services to assist in the management of the City's various insured and self-funded insurance programs. IMPORTANT NOTE: 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. III. SCHEDULE Notice for Request for Proposals posted and issued ............................................. March 6, 2008 Deadline for receipt of Questions.......................... THURSDAY, MARCH 27, 2008, 2:00 P.M. Deadline for receipt of Proposals............................... THURSDAY, APRIL 3, 2008, 2:00 P.M. Short List/ Interviews (if desired by City)............................................................... mid April 2008 Contract awarded by City Council................. --------------------------------------- ........ to be determined IV. 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 are as follows: 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 opfions. 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. S. 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. 3 12. Provide consultation service and written reports as normally expected of a professional broker to a large client. 13. Provide loss control services and 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- V. 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 City's sole discretion. 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 policy(ies) within 14 days- D. Marketing 1. Monitor expiration dates of policies and provide the City with written notification at least 90 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 90 days before policy expiration. 3. Develop underwriting information and assist in gathering and organizing exposure and loss data for renewals of policies placed. 4 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 thirty (30) 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 ail 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- 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. M. Legal Compliance Comply with all State and Federal laws and regulations pertaining to insurance brokers licensed in the State of California. VI. MINIMUM QUALIFICATIONS AND PROPOSAL SUBMITTAL REQUIREMENTS 5 A. Minimum Qualifications All firms submitting a proposal must meet the following minimum requirements: • are licensed as insurance brokers in the State of California. A copy of license is to be provided with response; • have at least 5 (five) years of experience in providing brokerage services to municipalities; • have experience with municipalities similar in size, types of exposures to the City and in the types of policies and coverages referenced herein; • ability to place all lines of coverage currently purchased by the City, that may be appropriate for the City, or that may be recommended by the broker. In addition, all firms shall have: 1. At least ten (10) years experience with commercial insurance policies. 2. At least ten (10) years experience working with governmental entities. 3. No prior history of corrective action with the California Department of Insurance. B. Information to be submitted with Proposals One(1) ORIGINAL and Five (5) COPIES, for a total of Six (6) proposals are required to be submitted. Facsimile (fax), email or other electronically transmitted proposals will not be accepted. Submittals shall NOT exceed 30 pages, double sided, (8 1/2 x 11) in length. The content and sequence of the information contained in each copy of the proposal shall be as follows: 1. Letter of Transmittal 2. Table of Contents: Include a clear identification of the material by section and by page number. 3. Summary Sheet 4. Personnel: Provide the name, title, and resume 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 5. 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. s 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 fine in the last five (5) years. 6. References: Five (5) current references of public agencies including: • Organization Name, Address and Telephone Number • Name of Contact Person in Agency 7. Conceptual Plan In addition to the above, the proposal should include the following: a. 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. b. 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. c. Examples of firm's leadership, creativity and innovation that was a benefit to its customers. d. Explanation of any services described in the RFP that cannot be provided. 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. 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. 8. Contract Fees 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 7 against the fees. Such fees and commissions will be subject to audit at the discretion of the City. 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. ❑ All proposals must be received in the City of Palm Springs, Division of Procurement and Contracting by 2:00 P.M. LOCAL TIME THURSDAY APRIL 3 2008. Proof of receipt before the deadline is a City of Palm Springs, Division of Procurement and Contracting date stamp. It is the responsibility of the Proposer to see that any proposal sent through the mail 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 Proposer unopened. Proposals shall be clearly marked and identified and-must be submitted to: City of Palm Springs Division of procurement and Contracting 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Craig Gladders, C.P.M., Procurement& Contracting Manager QUESTIONS: Proposers 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 may be cause for rejection of a proposal- Any y questions, technical or otherwise, pertaining to this Request for Proposal 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.GladdersCoopalmsprinas-ca.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 2:00 P.M. Local Time Thursday, March 27 2008 7 days prior to the due date of proposals. 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. Each proposal must include two sealed envelopes. Envelope#1, clearly marked "Work Proposal," shall include the following items: • Information on the firm, Key personnel, past experience/refeFces and Work Proposal and schedule, as described above and as related to thelScope of Work and Special Requirements contained herein. • Signature authorization (see Attachment 6); 8 • Signed acknowledgments of Addenda (*if any) • There shall be NO O reference to cost anywhere in the "Work Proposal' envelope. Envelope#2, clearly marked "Cost Proposal' shall include the following item: • Cost proposal — Proposers shall include a detailed flat fixed annual contract fee (see #8 above) for each of the first three (3) years and each of the two (2) renewal options years. Important Note. The successful Proposer will be required to enter into a contractual agreement, inclusive of insurance requirements, with the City of Palm Springs in accordance with the standard Professional Contract Services Agreement — Attachment "C" hereto. Please note that this is a sample document for your review and the Exhibits are intentionally not complete in the attached document. The exhibits will be negotiated with the selected firm and will appear in the final Professional Contract Services Agreement executed between the parties. Any exceptions to the language contained in the RFP or sample agreement must be included in the Proposal submitted and clearly defined. Exceptions to the City's standard boilerplate professional services agreement may be considered in the evaluation process. 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, the City may, at its sole discretion, enter negotiations with and award the Contract to the second highest ranked Proposer, and so on. VII. RESPONSIBILITY OF PROPOSER All project proposers shall be responsible. If it is found that a proposer is irresponsible (e.g., has not paid taxes, is not a legal entity, submitted a proposal without an authorized signature, falsified any information in the proposal package, etc.), the proposal shall be rejected. Vill. CONSULTANT SELECTION ❑ Each proposal will be reviewed by an evaluation committee to determine if it meets the proposal requirements. Failure to meet the requirements for the Request for Proposal may be cause for rejection of the proposal. ❑ The evaluation committee may, at its sole option, determine a short list and ask for interviews or oral presentations by any proposer(s) participating in this process. Attendance at any such interview will be at the Proposer's expense. ❑ A final selection of the consultant will be determined following review of all work proposals, cost proposals and/or formal oral presentations. Contract negotiations will commence with the highest ranked proposer and if successful, a recommendation of award to the selected firm will be made to the City Council. If negotiations with the highest ranked firm fail to result in an acceptable agreement, the City at its sole discretion may terminate negotiations with the highest ranked proposer and either open negotiations with the next highest ranked proposer, or reject all proposals, whichever is in the best interest of the City. ❑ A firm will be selected for final negotiation of a contract based upon the following factors: 9 • Professional and Technical Insurance Capabilities - 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; leverage in the insurance marketplace; and relationships with carriers. • Scope of Work, Special Requirements and Conceptual Plan: 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. • Firm/Staff Qualifications: Qualifications and experience of the staff assigned to manage and provide insurance brokerage services to the City_ Demonstrated communication skills of the principals and support staff; ability to solve problems; pro-activity; ability to think creatively; ability to listen; depth and quality of support team; compatibility; accessibility and responsiveness of senior management. • References: The successful firm shall demonstrate a proven record of providing services of this type to clients of the same size, nature, and complexity as the City of Palm Springs. • Cost: 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. ❑ Award of Contract: It is the City s intent to award a single contract to the firm that can best meet the requirements of the Request for Proposal document. The City reserves the right to award a contract to multiple firms or a single firm 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 consultant to be recommended for award. The decision of the City Council will be final. ❑ Public Record: Proposer's attention is drawn to the fact that all proposal documents submitted are subject to the California Code Section 6250 et seq., commonly known as the Public Records Act. Information contained in the proposals may be made public after the review process has been completed, negotiations have concluded and a recommendation for award has been officially agendized for City Council consideration, and/or following award of contract, if any, by the City Council. ❑ Cost related to Proposal preparation: The City will NOT be responsible for any costs incurred by any Proposer in the preparation or submittal of their respective proposal. ❑ Business License: The successful proposer 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". ❑ proposal informalities or defects: 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 advertise for new Proposals, as best serves the interests of the City. 10 Ek Investigations: The City reserves the right to make such investigations as it deems necessary to determine the ability of the Proposer to perform the Work and the Proposer 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 Proposer fails to satisfy the City that such Proposer is properly qualified to carry out the obligations of the Contract and to complete the Work contemplated therein. 0 Proposal Withdrawal. No proposal may be withdrawn after it is filed unless the Proposer makes his request in writing to the Procurement and Contracting Manager prior to the time set for receipt of Proposals, or unless the City fails to accept it within ninety (90) days after the date fixed for opening. Q Signed Proposal and Exceptions: Submission of a signed Proposal will be interpreted to mean that Propsoser 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 must be submitted with the proposal and clearly defined. Exceptions to the City's RFP document or standard boilerplate language, terms or conditions may be considered in the evaluation process. 11 yr 1 1 yr r mi._11 oirr[IIVua SCHEDULE OF INSURANCE IN FORCE INSURANCE COVERAGES IN EFFECT -- POLICY YEAR 2007-2008 2000.2007 2007-2008 Annual Analral ..,ii'•...,,...e.,-,�,,..-..+-y. rly^yu..r...,;:l,.�i,..,,,,_,..:w.,n..�.�w:'�_�u.:wi,,,��,. ;1ia...v,.n.i.u,�,w..,...r.,o.,.;yu��i�.a:,.,�,.:ni!, 1�:�:VC•'h���..iw,.��.-�!I!)�....,I-'.wl'��iiHi�c,J' Excess Comprehensive 1 Everest National Ins Cc General&Auto Liability per $10,000,000 SIR: $400.000 7/1/2007 7/1/2006 $191,760 $178,422 Special Public Entity Form/Employmont Pratioes r 2 Hartford Fire Ins.Co. Crime Shield $11000,000/$1001000 7/1/2007 7/112008 $3,358 $3,532 $300,000 $10,0001511000 Boiler&Machinery- incld in all 3 Affiliated FM Ins Co. Property included in property limit incld in all Risk Risk $10,000 Premium Premium $336,127,802 blanket 4 Affiliated FM Ins Cc. All Risk Property Bldg/BPP $10,000 7/1/2C07 7/1/2W8 $359,839 $350,481 2,500,000 DIC DIC=vrs Police Aero Squadron(1974 Cessna 182p, n47ps) $100 in 5 Westchester Fire Ins BI/Property/AII Risk Ground $75,000 Hull Coverage Motion/$500 7/1/2007 7/1/2008 $7,699 $6.902 &Flight Hull/Medical Liability: $5,000.000 Stored Payments Medical:$1,000 eac 6 Ace Property&Casualty Ins. �Ai ort Liability $50,000,000 occ/55000 Liabili 7/1/2007 7/1/2008 $53,008 $53,008 aggregate 7 Multi Media Professional $5,000 1 V9/2007 11/9/2008 $9,028 $8,750 Landmark American Liability $1,000,000 $2M General Total Limit Nautilus Insurance Villa $2M Prods/Completed ' Company geKest Liability $1M each occurrence $500 10/18/2007 10/18/2008 $12,$75 $11,457 $100K Premises Damage e Safety National Casualty Excess Workers' $25 Million Coverage Each Corporation Compensation Accident: SIM $1 M 7/1/2007 7/1/2008 $271,799 $75,037 10 Earthquake and Flood DIC E22.5M Excess of$2.5M NIA 11/201Z007 11/20/2008 N/A Lloyds of Landon Layer 1 Excess Primary $541,407 $25KMedical $1M 71 VIS-Volunteer Ins,Svc. Volunteer Liability&Auto Personal oa. Occur/$3M (CIMA Companies, Inc) Liability(255 volunteers) Annual Agg. $500K None 7/1/2007 7/1/2008 $2,834 $3,200 A. CSL page 12 updated 3/27/2008 ATTACHMENT "B" RFP 09-08 PROFESSIONAL INSURANCE BROKERAGE SERVICES *NOTE: THIS FORM MUST BE COMPLETED AND INCLUDED WITH YOUR PROPOSAL" SIGNATURE AUTHORIZATION NAME OF PROPOSER/FIRM: A. I hereby certify that I have the authority to offer 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_ SIGNATURE PRINT NAME 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; A corporation 2. My tax identification number is: 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)# is/are hereby acknowledged. 5.470M 7 Q ATTACHMENT "C" SAMPLE AGREEMENT PROFESSIONAL SERVICES AGREEMENT (IDENTIFY BY PROJECT NAME AND/OR CONSULTANT NAME) TITIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement") is made and entered into, to be effective this day of 200� by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter referred to as "City") and [INSERT FULL NAME OF CONSULTANT, FIRM, OR COMPANY], a [INSERT TYPE OF ENTITY, E.G., A CALIFORNIA CORPORATION, A LIMITED LIABILITY COMPANY, ETC.], (hereinafter referred to as "Consultant")- City and Consultant are sometimes hereinafter individually referred to as "Party" and are hereinafter collectively referred to as the"Parties." RECITALS A. City has determined that there is a need for [INSERT BRMF DESCRIPTION OF PROFESSIONAL SERVICES REQUIRED] services for [INSERT BRIEF DESCRIPTION OF PROJECT FOR WHICH PROFESSIONAL SERVICES ARE RELATED] project (the "Project"). B. Consultant has submitted to City a proposal to provide [INSERT TYPE OF PROFESSIONAL SERVICES]to City for the Project pursuant to 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 herein. D. City desires to retain Consultant to provide such professional services. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. 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," which is attached hereto and is incorporated herein by reference (hereinafter referred to as the "Services" or "Work"). Asa 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 5747621 1 q performing the Work and Services contemplated herein 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 hereunder. 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"), which shall all be referred to collectively hereinafter as the "Contract Documents." The City's Request for Proposals and the Consultant's Proposal, which are both attached hereto as Exhibits "B" and "C," respectively, are hereby 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: (1") the provisions of the Scope of Services (Exhibit "A"); (2Id) the provisions of the City's Request for Proposal (Exhibit "B"); (3rd) the terms of this Agreement; and, (e) the provisions of the Consultant's Proposal (Exhibit"C"). 1.3 Compliance_with Law. Consultant warrants that all Services rendered hereunder shall be performed in accordance with all applicable federal, state, and local laves, statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder_ 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, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City hereunder. 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 hereunder. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the 524762 1 7 G Services hereunder, 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 furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and 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. 1.7 Further Responsibilities of Parties. Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both 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 therein any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement, which adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to twenty-five percent (25/&) of the Maximum Contract Amount or$25,000, whichever is less, or in the time to perform of up to thirty (30) days, may be approved by the City Manager, or his designee, as may be needed to perform any extra work Any greater increases, occurring either separately or cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by Consultant that the provisions of this section shall not apply to the services specifically set forth in the Scope of Services or reasonably contemplated therein, regardless of whether the time or materials required to complete any work or service identified in the Scope of Services exceeds any time or material amounts or estimates provided therein. 2. COMFFNSATION 2.1 Maximum Contract Amount. For the Services rendered pursuant to this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached hereto as Exhibit "D" and is incorporated herein by reference, but not exceeding the maximum contract amount of[INSERT NOT TO EXCEED CONTRACT AMOUNT] Dollars, ($_ ) (hereinafter referred to as the "Maximum Contract Amount"), except as may be provided pursuant to Section 1.8 above. 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 pursuant to Section 42 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 hereby acknowledges that it accepts the risk that the services identified in the Scope of Services may be more costly and/or time-consuming than Consultant 5247621 19 anticipates, that Consultant shall not be entitled to additional compensation therefore, 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 herein. If the City's maximum payment obligation is reached before the Consultant's Services under this Agreement are completed, consultant shall nevertheless complete the Work without liability on the City's part for further payment beyond the Maximum Contract Amount. 2.2. Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation (Exhibit "D"), in any month in which Consultant wishes to receive payment, no later than the tenth (10) working day of such month, Consultant shall submit to the City, in a form approved by the City's Finance Director, an invoice for services rendered prior to the date of the invoice. Such requests shall be based upon the amount and value of the services perforated 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 a soon thereafter as is reasonably practical_ There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees. An amendment may be entered into: (a) to provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/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 therefore by the Palm Springs 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 Schedule of Performance (Exhibit "E"). 3.2 Schedule of Performance. Consultant shall commence the Services pursuant to 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, which is attached hereto as Exhibit "E" and is incorporated herein by reference. 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. 52�763 1 1 7 3.3 Force Alajeure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered pursuant to 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), including, but 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, if Consultant, within ten (10) days of the commencement of such delay, notifies the City Manager in writing of the causes of the delay. The City Manager shall ascertain the facts and the extent of delay, and extend the time for 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 pursuant to this section. 3.4 Term. Unless earlier terminated as provided elsewhere in 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 but not exceeding one (1) year from the date hereof; except as otherwise provided in the Schedule of Performance (Exhibit "E") and pursuant to Section 3.2 above, unless emended by mutual written agreement of the Parties. 4. COORDINATION OF WORK 4.1 Renresentative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the Services to be performed under this Agreement and make all decisions in connection therewith: [INSERT NAME], [INSERT TITLE]. 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 Offrcer_ 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City, and is subject to change by the City Manager. It shall be the Consultant's responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Services, and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, capability, expertise, and reputation of Consultant, its principals and employees, 524762 1 12 were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, 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 subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 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 herein 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 hereunder 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 hereunder without the express written consent of City. 4,4 Independent Contractor. rL The legal relationship between the Parties is that of an independent contractor, and nothing herein shall be deemed to make Consultant a City employee. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act 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 incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner- 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 fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or 52a762 t l o 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 hereunder. If for any reason any court or governmental agency determines that the City has financial obligations, other than pursuant to Section 2 and Subsection 1.8 herein, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, servants, representatives, subcontractors, 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, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Work hereunder by Consultant, its 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 AM_ Best rating drops below the levels specified herein. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder 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 pursuant to (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 pursuant to 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 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 szy ez.i on 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 full 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 subcontractors, 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 Liability 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 contractors, 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 LiabiliM 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 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 may require evidence of pending claims and claims history as well as evidence of Consultant's ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of$10,000. 5247621 9l 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant pursuant to this Agreement: 5.3.1 For any claims related to this Agreement, Consultant's coverage shall be primary insurance as respects 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. 5.32 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 A11 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 None of the insurance coverages required herein will be in compliance with these requirements if they include any limiting endorsement ghi_O-§ bst�ntially inpRag the sovera sett herejm (e.g., elimination of contractual liability or reduction of discovery period),Mulesshe endement.has firsthen mlzmitje� the Citv Mana er and annroved 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 will "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 herein. 5.3.6 Consultant agrees to ensure that subcontractors, 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 upon request, all agreements with subcontractors 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 524762.1 qq requirement in no way imposes any additional obligations on the City nor does it waive any rights hereunder in this or any other regard. 5.3.8 Consultant shall provide proof that policies of insurance required herein 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 nor 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 impairs 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 Sufficienc of Insurers. Insurance required herein 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 AM. Best's Key Rating of Bi- , Class VII, or better, unless such requirements are waived in writing by the City Manager or his 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 524762.1 qq 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 'for any and all work performed 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_ 6. INDEAPO (CATION To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its officers, council members, officials, employees, agents and volunteers and all other public agencies whose approval of the Project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders, and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of pertain to, or are related to the negligence, recklessness, or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless, or willful performance of or failure to perform any term 524762 1 Od provision, covenant, or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness, or willful misconduct of the City, its officers, council members, officials, employees, or agents. Consultant shall reimburse the Indemnified Parties for any ms-ogigble_expenditures, including reasonable attorneys' fees, expert fees, litigation costs, and expenses that each Indemnified Party may incur by reason of Indemnified Claims. Upon request by an Indemnified Party, Consultant shall defend with legal counsel reasonably acceptable to the Indemnified Party all Claims against the Indemnified Party that may arise out of; pertain to, or relate to Indemnified Claims, whether or not Consultant is named as a party to the Claim proceeding. The determination whether a Claim "may arise out of pertain to, or relate to Indemnified Claims" shall be based on the allegations made in the Claim and the facts known or subsequently discovered by the .Parties. In the event a final judgment, arbitration award, order, settlement, or other final resolution expressly determines that Claims did not arise out of, pertain to, nor relate to the negligence, recklessness, or willful misconduct of Consultant to any extent, then City shall reimburse Consultant for the reasonable costs of defending the Indemnified Parties against such Claims, except City shall not reimburse Consultant for attorneys' fees, expert fees, litigation costs, and expenses that were incurred defending Consultant or any parties other than Indemnified Parties against such Claims. Consultant's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified hereunder 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. 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 as the Contract Officer shall require_ Consultant hereby acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed pursuant to this Agreement. Far this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Work or Services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of such fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto 524762.2 OS and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subcontractors, 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, and 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 hereunder_ 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 damages resulting therefrom. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein_ Consultant shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. 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 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 5247ez i �� 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 Termination. 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_ 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 the notice provides otherwise_ Thereafter, Consultant shall have no further claims against the City under this Agreeement. Upon termination of the Agreement pursuant to this section, Consultant shall submit to the City an invoice for work and services performed prior to the date of termination. In addition, the Consultant reserves the right to terminate this Agreement at any time, 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. 8.4 Default of Consultant. A Consultant's failure to comply with any provision of this Agreement shall constitute a default. B. 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 ftuther 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 any and 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 herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.3. C. 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 8.4.B, take over the work and prosecute the same to completion by contract or otherwise, and 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), and 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 herein. 52a76=1 17 8.5 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 hereof 8.6 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. 8.7 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief; or to obtain any other remedy consistent with the purposes of this Agreement. 8.8 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, including but not limited to reasonable attorney fees, expert consultant fees, court casts 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. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMTKATION 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. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. Consultant warrants that is 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_ 524762.1 12 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 race, religion, color, sex, age, marital status, ancestry, or national origin. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, or national origin. Such actions shall include, but not be 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. 10. 11IISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. A. 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, 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 thereof 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 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 thereof; Consultant shall not be obligated to indemnify City under any settlement made without Consultant's consent or 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. 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 Notices. All notices or other communications required or permitted hereunder shall be in writing, and 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, and 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 (ni) 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 524762.1 7p electronic transmission such as e-mails, text messages, instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To City: 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: Attention. Telephone: Facsimile. 10.3 Entire 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 hereof No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees. 10.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but 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 Benefiiciary. Ex ay be expm lY Sri n for hg ein nothine contaimdsn thi�ereement i���d_to eanfer nor shall this��reernent�ze��nsSrued as conferrin any_righ including,_without liuritation any riehts as_a third-party beae&iaw_or ,othe�i5e�pon any entity or Hereon not����rzeto;. Recitals.—Theve�refergt�� �citals are, hereby incorporated ink h eement as thoush folly„sber,in and eacbJ'ar acknowledaec and agreec hat SLC_h_ Party is bound,foLoarooses o£_this A mcmeat, by h came 10.8. Corporate Authority. 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 Agreement on 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 this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. 524762.1 2 7 IN WITNESS WHEREOF,the City and the Contractor have caused this Agreement to be executed the day and year first above written.. ATTEST: CONTENTS APPROVED: CITY OF PAINT SPRINGS, CA. By By City Clerk City Manager Date: Date: By City Engineer Date: APPROVED AS TO FORM: APPROVED BY CITY COUNCIL: By Date: Agreement No. City Attorney Date: Corporations require two notarized sigpat,ues. One signature must be from Chahnum of Board,President,or say Vice President. The second signature must be fraru the Secretary,Assistant Secretary,Treasurer,,hssistanl Treasurer,or Chief Pinaacial Officer. CONTRACTOR NAME: Check one Individual_partnership_Cmp=hm Address By By Signature(Notarized) Signature(Notarized) szalex 1 a� CALIFORNIA ALL-PURPOSE AMNOWLEDGN(ENT State of Ca ifAmia County of On before rne, oafo floe h+en�AnGilre.f to owca personally appeared fs�N bgneRsn who proved to me on the basis of satisfactory evidence to be the person(s) whose narno(s) ewe subscribed to the within instrument and acknowledged to me that he/shaghey executed the same in his/her/[heir auf riled capacily(es), and that by hks(hedtheir signatures) on the instrument the person(s)„ or the entity upon behalf Of which the person(s)acted, s ecuted the Insir meet. I certify under PENALTY OF PERJURY under the laws of the Slate of California that the foregoing paragraph Is true and correct. WITNESS my hand and official seal. Pur.wonnsala Signature sy�r�.wrwrvnia OP77ONAL Mugb Cna ln/amation below k not naquhedbylaw,It mV pmtn vaNmWe to persons r&5*w en anc dacuWM and vx4d pre enr 1muduk of removal and reattachment of this knit to arwlher doaA7renP. Description of Attached Document Tide or type of Document Document Elate: Number of Pages Signer(s)Other Than Named Above: Camelty(les)Claimed by Signer(s) Signer's Name: Signers Name: 0 Individual ❑Individual ❑ Corporate Officer—Tiva(s); ❑Corporate Officor--Tide(s); ❑ Partner—❑Limited ❑General ❑Partner-0 Limited ❑ M 436 W ❑ Aaorney in Fad __ 0 Atlomey in red ❑ Trustee Tpp of axanb nrem 0 TYustee lopof llxm hmu ❑ Guardian or Conservator ❑Guardian or Coneorvator ❑ Omer ❑Other-; Signer Is Representing: Signer Is Representing: O%�mN�/aal nlolnry wea.w•�ssndspn Me.,l9.fb.9d1^•Crq(�gnhCJ�Bf51a(aq+wuxlAlorea.WirFnp Aem 139or RdrdecpeATdLRee'rdabRlndL+'T 524762.1 ZZ EXIIMIT"A" SCOPE OF SERVICES 524762.1 EXE01BIT "B" CITY'S REQUEST FOP.PROPOSALS 524762.1 EXIBMT "C" CONSULTANT'S PROPOSAL EXHT rr "D" SCHEDULE OF COMPENSATION 5247621 27 EXIT"E" SCHEDULE OF PERFORMANCE 524762.1 IR Revised: 3/23/07 EXHIBIT "A" SCOPE OF SERVICES The Insurance Brokerage Services Scope of Work is as follows: 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. T 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. Provide consultation service and written reports as normally expected of a professional broker to a large client. 13. Provide loss control services and 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. V. SPECIAL REQUIREMENTS A. Policy Review 524762.1 Revised: 3/23107 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. B. 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 policy(les) within 14 days- C. Marketing 1. Monitor expiration dates of policies and provide the City with written notification at least 90 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 90 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 thirty (30) 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. D. 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. 524762 1 Revised: 3/23/07 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. E. Certificates of Insurance Issue certificates of insurance within three (3) business days following the date of request- F. 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. G. Legal Compliance Comply with all State and Federal laws and regulations pertaining to insurance brokers licensed in the State of California. 524762.I Revised: 3123/07 EXHIBIT "B" CITY'S REQUEST FOR PROPOSALS *see attached pages that follow* 524762 1 4Air CITY OF PALM SPRINGS, CA l pY b4s'"?r �{ c REQUEST FOR PROPOSALS # 09-08 v - � ( �✓ PROFESSIONAL INSURANCE BROKERAGE SERVICES A �ALlFbR��� I. OVERVIEW AND INTRODUCTION 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 in the areas listed below.- a. Excess General Liability, including employment practices; b. Property; c- Automobile; d. Boiler and Machinery; e- Excess Workers' Compensation; f. Earthquake and Flood; g. Aviation; h- Crime; 1. Environmental; j. Any other coverages requested by the City of Palm Springs or recommended by the broker A schedule of insurance coverages, deductibles and premiums paid in the current fiscal year 2007-2008 is included as Attachment"A". 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 46,437 (January 2007), with another 27,000 to 30,000 people living in the City in the winter, bringing the total population to almost 75,000 residents during the winter season. Palm Springs was incorporated as a general law City in 1939, with a council-manager form of government established in 1942. The City adopted a charter in 1994. The City Council consists of four residents who are elected at large to four-year staggered terms. The Mayor is directly elected to a four-year term and serves as the fifth member of the City Council. The City is organized into 20 departments and operates and maintains a full range of municipal services, including a public library, a police department, a fire department, an international airport, wastewater treatment plant and a full municipal parks and recreation program. The City has 485 staff and a FY2007-08 total budget of $173 million (the operating budget is $64 million) and an investment portfolio of$94 million- 2 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, bonding, property and casualty insurance marketplace. II. PURPOSE The purpose of this RFP is to select a qualified firm to provide professional insurance brokerage services to assist in the management of the City's various insured and self-funded insurance programs. IMPORTANT NOTE: 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. III. SCHEDULE Notice for Request for Proposals posted and issued ............................................. March 6, 2008 Deadline for receipt of Questions.......................... THURSDAY, MARCH 27, 2008, 2:00 P.M. Deadline for receipt of Proposals............................... THURSDAY, APRIL 3, 2008, 2:00 P.M. Short List/ Interviews (if desired by City)—............................................................ mid April 2008 Contract awarded by City Council..................................................................... to be determined IV. 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 are as follows: 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. 3 12. Provide consultation service and written reports as normally expected of a professional broker to a large client. 13. Provide loss control services and 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. V. 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 City's sole discretion. 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 policy(ies) within 14 days. D. Marketing 1. Monitor expiration dates of policies and provide the City with written notification at least 90 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 90 days before policy expiration. 3. Develop underwriting information and assist in gathering and organizing, exposure and loss data for renewals of policies placed. 4 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 thirty (30) 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. 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. VI. MINIMUM QUALIFICATIONS AND PROPOSAL SUBMITTAL REQUIREMENTS 5 A. Minimum Qualifications All firms submitting a proposal must meet the following minimum requirements: • are licensed as insurance brokers in the State of California. A copy of license is to be provided with response; • have at least 5 (five) years of experience in providing brokerage services to municipalities; • have experience with municipalities similar in size, types of exposures to the City and in the types of policies and coverages referenced herein; • ability to place all lines of coverage currently purchased by the City, that may be appropriate for the City, or that may be recommended by the broker. In addition, all firms shall have: 1. At least ten (10) years experience with commercial insurance policies. 2. At least ten (10) years experience working with governmental entities. 3. No prior history of corrective action with the California Department of Insurance. B. Information to be submitted with Proposals One (1) ORIGINAL and Five (5) COPIES, for a total of Six (6) proposals are required to be submitted. Facsimile (fax), email or other electronically transmitted proposals will not be accepted. Submittals shall NOT exceed 30 pages, double sided, (8 1/2 x 11) in length. _ The content and sequence of the Information contained in each copy of the proposal shall be as follows: 1. Letter of Transmittal 2. Table of Contents: Include a clear identification of the material by section and by page number. 3. Summary Sheet 4. Personnel: Provide the name, title, and resume 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 5. Firm Organization a. Name of firm, date established, approximate revenue and approximate number of employees. b. Whether the fine 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. 6 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. 6. References: Five (5) current references of public agencies including: Organization Name, Address and Telephone Number Name of Contact Person in Agency 7. Conceptual Plan In addition to the above, the proposal should include the following: a. 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. b. 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. c. Examples of firm's leadership, creativity and innovation that was a benefit to its customers. d. Explanation of any services described in the RFP that cannot be provided. 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. 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. 8. Contract Fees 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 7 against the fees. Such fees and commissions will be subject to audit at the discretion of the City. 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. ❑ All proposals must be received in the City of Palm Springs, Division of Procurement and Contracting by 2:00 P.M., LOCAL TIME, THURSDAY, APRIL 3. 2008. Proof of receipt before the deadline is a City of Palm Springs, Division of Procurement and Contracting date stamp. It is the responsibility of the Proposer to see that any proposal sent through the mail 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 Proposer unopened. Proposals shall be clearly marked and identified and must be submitted to: City of Palm Springs Division of Procurement and Contracting 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Craig Gladders, C.P.M., Procurement& Contracting Manager QUESTIONS: Proposers 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 may be cause for rejection of a proposal. Any questions, technical or otherwise, pertaining to this Request for Proposal 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.Gladdersa,pal msprings-ca.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 2:00 P.M., Local Time, Thursday, March 27, 2008, 7 days prior to the due date of proposals. 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. U Each proposal must include two sealed envelopes. Envelope#1, clearly marked "Work Proposal," shall include the following items: • Information on the firm, Key personnel, past experience/references and Work Proposal and schedule, as described above and as related to the Scope of Work and Special Requirements contained herein. • Signature authorization (see Attachment B); 8 • Signed acknowledgments of Addenda ("if any) There shall be NO reference to cost anywhere in the "Work Proposal" envelope. Envelope #2, clearly marked "Cost Proposal' shall include the following item: Cost proposal — Proposers shall include a detailed flat fixed annual contract fee (see #8 above) for each of the first three (3) years and each of the two (2) renewal options years. Important Note: The successful Proposer will be required to enter into a contractual agreement, inclusive of insurance requirements, with the City of Palm Springs in accordance with the standard Professional Contract Services Agreement —Attachment "C hereto. Please note that this is a sample document for your review and the Exhibits are intentionally not complete in the attached document. The exhibits will be negotiated with the selected firm and will appear in the final Professional Contract Services Agreement executed between the parties. Any exceptions to the language contained in the RFP or sample agreement must be included in the Proposal submitted and clearly defined. Exceptions to the City's standard boilerplate professional services agreement may be considered in the evaluation process. 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, the City may, at its sole discretion, enter negotiations with and award the Contract to the second highest ranked Proposer, and so on. VII. RESPONSIBILITY OF PROPOSER All project proposers shall be responsible. If it is found that a proposer is irresponsible (e.g., has not paid taxes, is not a legal entity, submitted a proposal without an authorized signature, falsified any information in the proposal package, etc.), the proposal shall be rejected. VIII. CONSULTANT SELECTION ❑ Each proposal will be reviewed by an evaluation committee to determine if it meets the proposal requirements. Failure to meet the requirements for the Request for Proposal may be cause for rejection of the proposal. ❑ The evaluation committee may, at its sole option, determine a short list and ask for interviews or oral presentations by any proposer(s) participating in this process. Attendance at any such interview will be at the Proposer"s expense. ❑ A final selection of the consultant will be determined following review of all work proposals, cost proposals and/or formal oral presentations. Contract negotiations will commence with the highest ranked proposer and if successful, a recommendation of award to the selected firm will be made to the City Council. If negotiations with the highest ranked firm fail to result in an acceptable agreement, the City at its sole discretion may terminate negotiations with the highest ranked proposer and either open negotiations with the next highest ranked proposer, or reject all proposals, whichever is in the best interest of the City. ❑ A firm will be selected for final negotiation of a contract based upon the following factors: 9 • Professional and Technical Insurance Capabilities - 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; leverage in the insurance marketplace; and relationships with carriers. • Scope of Work, Special Requirements and Conceptual Plan: 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. • Firm/Staff Qualifications: Qualifications and experience of the staff assigned to manage and provide insurance brokerage services to the City. Demonstrated communication skills of the principals and support staff; ability to solve problems; pro-activity; ability to think creatively; ability to listen; depth and quality of support team; compatibility; accessibility and responsiveness of senior management. • References: The successful firm shall demonstrate a proven record of providing services of this type to clients of the same size, nature, and complexity as the City of Palm Springs. • Cost: 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. ❑ Award of Contract: It is the City's intent to award a single contract to the firm that can best meet the requirements of the Request for Proposal document. The City reserves the right to award a contract to multiple firms or a single fine 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 consultant to be recommended for award. The decision of the City Council will be final_ ❑ Public Record: Proposer's attention is drawn to the fact that all proposal documents submitted are subject to the California Code Section 6250 et seq., commonly known as the Public Records Act. Information contained in the proposals may be made public after the review process has been completed, negotiations have concluded and a recommendation for award has been officially agendized for City Council consideration, and/or following award of contract, if any, by the City Council. ❑ Cost related to Proposal preparation: The City will NOT be responsible for any costs incurred by any Proposer in the preparation or submittal of their respective proposal. CI Business License: The successful proposer 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'. ❑ Proposal informalities or defects: 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 advertise for new Proposals, as best serves the interests of the City. 10 ❑ Investigations: The City reserves the right to make such investigations as it deems necessary to determine the ability of the Proposer to perform the Work and the Proposer 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 Proposer fails to satisfy the City that such Proposer is properly qualified to carry out the obligations of the Contract and to complete the Work contemplated therein. ❑ Proposal Withdrawal. No proposal may be withdrawn after it is filed unless the Proposer makes his request in writing to the Procurement and Contracting Manager prior to the time set for receipt of Proposals, or unless the City fails to accept it within ninety (90) days after the date fixed for opening. ❑ Signed Proposal and Exceptions: Submission of a signed Proposal will be interpreted to mean that Propsoser 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 must be submitted with the proposal and clearly defined. Exceptions to the City's RFP document or standard boilerplate language, terms or conditions may be considered in the evaluation process. 11 ATTACHMENT "A" CITY OF PALM SPRINGS SCHEDULE OF INSURANCE IN FORCE _ INSURANCE COVERAGES IN EFFECT -- POLICY YEAR 200.7-2008 2006-2007 2007.2009 .nr Annual Annual Carrier coverage Limits Deductible Beg.bate Exp.Date Premium Premium Excess Comprehensive 1 Everest National Ins Cc General&Auto Liability per $10,000,000 SIR:5400,000 7/1/2007 7/1/2008 $191,760 $178,422 Special Public Entity Form/Employment Pratoes 2 Hartford Fire Ins. Co. Crime Shield $1,0001000/$100,000 7/1/2007 7/112008 $3,358 $3,532 $300,000 510,000/$1,000 Boiler&Machinery- incld in all 3 Affiliated FM Ins Co, Property included in property limit incld in all Risk Risk $10,000 Premium Premium 335,127,802BIan et 4 Affiliated FM Ins Co. All Risk Property Bldg/BPP $10,000 7/1/2007 7/1/2008 $369,839 $$50,481 2,500,000 DIG DIC=vrs Police Aero Squadron(1974 Cessna 182p, n47ps) $100 in 5 Westchester Fire Ins DI/Property/All Risk Ground $75,000 Hull Coverage Moton/$500 711/2007 7/1/2008 $7,699 $6,902 &Flight Hull/Medical Liability, $5,000,000 Stored Payments Medical:$1,000 Ace Property&Casualty `�D0 eac 6 Ins, Airport Liability $50,000,000 eco/S5000 7/1/2007 7/1/2008 $53,008 S53,008 aggregate 7 Multi Media Professional $5,000 11/9/2007 11/9/2008 $9,028 $8,750 Landmark American Liability $1,000,000 $2M General Total Limit 8 Nautilus Insurance �IlageFest Liability $2M Prods/Completed $500 10/1812007 10118/20D8 $12,375 $11,457 Company $1 M each occurrence S100K Premises Damage 9 Safety National Casualty Excess Workers' $25 Million Coverage Each Corporation Compensation Accident: $1M $1 M 7/1/2007 7/1/2008 4271,799 $75,037 10 Earthquake and Flood DIC $22.5M Excess of$2,5M N/A 11/20I2007 11/2012008 N/A Lloyds of London Layer 1 Excess Primary $541,407 $25K Medical $1 M 11 VIS-Volunteer Ins.Svc. Volunteer Liability&Auto Porsonal ea. Occur/S3M Nana 7/1/2007 7/1/2008 $2,834 $3,200 (CIMA Companies, Inc) Liability(255 volunteers) Annual Agg. $500K Auto CSL page 12 updated 3/27/2008 F pALM s REQUEST FOR PROPOSAL (RFP 09-08) FOR PROFESSIONAL INSURANCE BROKERAGE SERVICES ADDENDUM NO. 1 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE SPECIFICATIONS AND INSTRUCTIONS ARE TO BE INCLUDED IN THE ORIGINAL DRAWINGS AND SPECIFICATIONS. THIS ADDENDUM SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. The City has received the following questions and is hereby providing answers thereto: RESPONSE TO QUESTION RECEIVED TO DATE: Q 1: The Schedule of Insurance in Force shows no Excess Workers' Compensation policy. Does one, in fact, exist? I know that the City's a self-insurer, but it would be unusual not to purchase excess cover. Al: The information regarding Excess Workers'Compensation in addition to Earthquake/Flood and Volunteer Liability/Auto Coverage was inadvertently omitted on Schedule of Insurance in Force contained within the RFP#09-08 document. The complete Attachment 'A"Schedule of Insurance in Force, Page 12 is attached for reference. Q 2: Who is the City's current broker? For how long has the City had this broker relationship? A 2: The City has heretofore entered into an agreement with Davis & Graeber Insurance Services for insurance brokerage and consultation services. Davis & Graeber is the City's current broker of record for all lines of insurance except Excess Workers'Compensation. The initial term of the agreement with Davis & Graeber was for a five year term expiring June 30, 2007. The City entered into a separate one (1) year agreement with Davis & Graeber in August 2007 to enable the City to solicit new proposals for brokerage services. The current agreement expires in August 2008. The City has a separate agreement with Keenan & Associates to be the City's broker of record for excess workers' compensation insurance. This agreement is for a one (1) year term expiring on June 30, 2008. Q 3: Is your current broker(s) compensated on a fee, commissions, revenue share arrangement? A 3: The current broker is paid a flat annual fee for all services rendered under the contract. This fee is paid in quarterly installments Q 4: Do you feel you receive adequate service for the current commissions or fee afforded to your current broker? Do you feel the commission or fee is low in comparison to the services received? A 4: The City has been generally satisfied with the level of services currently provided by the current broker of record. The City has no way of knowing without the benefit of conducting a competitive process whether the current fee paid is low or high in contrast to the level of services received. Q 5: Kindly share with us the assumptions and findings upon which the City decided to proceed with this RFP? Was it a result of Insurance coverage, service or pricing issues? A 5: The City has a standard business practice of soliciting proposals for services every so many years. Since the current agreement for brokerage services has been in place for over five years now, the City finds it prudent to solicit new proposals for brokerage services at this time_ It should be noted that the City's decision to solicit proposals for brokerage services does not reflect a dissatisfaction with its current broker of record, its services or fees paid. Q 6: What is the City hoping to achieve through this RFP process? A, 6., The City is hoping to use the RFP process to select the most qualified firm to provide the range of brokerage services the City is seeking for a term not to exceed 5 years. Although price is not the sole factor in selecting a broker, the City will measure the cost effectiveness of each proposal against the range of services being provided to determine which firm offers the best value. Q 7: What financial incentives does the district have in mind and on what basis? A 7: The City doesn't understand the intent of this question and will not be providing a response. Q 8: What services does the City's current broker provide that the City values most? A 8: The current broker provides a range of services to the City each of which provides a high level of value. These services include, but are not limited to: soliciting insurance proposals from qualified carriers; analyzing insurance market trends and providing recommendations on coverages; conduct on-site risk assessments of City facilities;provide on-going advice on safety and loss control matters; assist the City in filing insurance claims; and provide specific advice on indemnity and insurance provisions and other risk management issues. Q 9: Please estimate the number of hours of claims and loss control services you are currently receiving? Is this adequate? A 9: On average, the current broker spends approximately 25 hours per month managing the City's account. This includes attendance at a monthly safety meeting, managing various claims and providing on-going administration of the City's insurance portfolio. Q 10: What specific factors or metrics will be used to evaluate the written respondents and finalists? A 1 D: The specific factors to be used for the evaluation of proposals are outlined in the RFP document under Section Vlll titled "Consultant Selection" Q 11: How will the decision be made if the City of Palm Springs decides to split the program between brokers? A 11: Although it is the City's preference to have a single broker of record, if it is determined that having more than one broker is in the City's best interest the decision to split the insurance portfolio will be based on which firm provides the best approach to the specific type of insurance being procured. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Craig L. Gla de s, C.P. Procuremen Contracting Manager DATE: March 28, 2008 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: Acknowledgment of Receipt of Addendum 1 is required by signing and including the acknowledgment with your proposal. Failure to acknowledge this Addendum may result in your proposal being deemed non-responsive. Revised: 3/23/07 EXHJBIT "C" CONSULTANT'S PROPOSAL *see attached pages that follow* 524762.1 EXHIBIT "C" CONSULTANT'S PROPOSAL *see attached Pages that follow* RESPONSE TO REQUEST FOR PROPOSAL For Professional Insurance Brokerage Services (RFP 09-08) CITY OF PALM SPRINGS P P`M SAS ry w u m OF it APRIL 3, 2008 Presented By: Kee^nan John Stephens,SCniC)r Vice President 901 CAe Amsnece=., Suite 200 San Clemente,CaBotnia 92673 (800) 338-5247 phone jtephens@keenan.com License#0451271 i 1 Confidentiality Notice J The information contained in this proposal is the confidential and proprietary information of Keenan & Associates, that is protected by trade secret and othet applicable laws. The recipient of this proposal agrees that this information -"rill only be used by the recipient in connection with the review of this proposal and I may not be copied or shared with any other person or entity other than the recipient. If the recipient is requested, whether by subpoena, court order, public l records or freedom of information request, to disclose any part of this proposal, the recipient shall promptly notif, Keenan & Associates of such request and prior to any disclosure so that Keenan can protect the confidential and proprietary 1 contained in this proposal. The breach of this confidentiality oblib tion may result in irreparable harm to Keenan and as such the recipient acknowledges and agrees that Keenan shall be entitled to pursue all available legal and equitable remedies, including injunctive relief without the requirement to post a bond, in the event of a breach. j I � _J ' J , i _ ' I ry -V U creru4aw Blvd. 310 212-3344 c,+ Su1fr 200 510 212.0300 fax Ke,e n Torragrr, CA 90501 SETECHIPC " P.O. Box 4328 u�ww.kcenar..ram AW,p,p,a-T e s Torrance, C,4 90510 Lxense No. 0451271 April 3,2008 Mr.Craig Gladders,C.P.M. Procutement&Contracting Manager City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs,CA 92262 RE: Response to Request for,Proposal for Professional Insurance Brokerage Services (RFP 09-08) Heat Mr. Gladders: Keenan & Associates is pleased to enclose our Proposal for Professional Insurance Btokutage Services to the City of Palm Springs. We are proud to currently serve as the City's broker for Worker's Compensation and Loss Control provider. bast year, our first as the Citys broker, we reduced your WC premiums approximately $$200,000, while also reducing the Police/Fire Self Insured Racntion from 52M to 51M per claim. Our goal is to provide in this document clear visibility to our unparalleled capability to be your insurance broker, consultant and business partner for all Property& Casualty lines of coverage. As you will see, out dedication and commitment to the success of the City of Palm Springs program will be supported by hands- on service by the most senior Property&Casualty membcts of our organization. We currently work with 700+ California public agencies, ranging from cities, counties, special districts and school districts. We place insurance for over$45 billion'(TVs, $8 billion of WC payroll and over 51.3 billion in premiums_ We consistently provide "out of the box" thinking and derailed within our proposal we discuss several of our recent solutions, one of which resulted in $$20 million in potential savings to one customer. ' For these reasons,we enthusiastically and confidently offer the City of Palm Springs our services to be your insurance partner. We can do this job and assure you'll be very pleased with our work. Our confidence includes our willingness to put an amount of our compensation at risk if the City does not feel we provide superior services. We hope we can fully convey our qualifications within this proposal and would greatly appreciate an opportunity to meet with the Selection Committee to discuss how our services will help the City accomplish your goals_ Please contact us if you have any questions or need clarifications. We hope to sec you In the near future. i i Sincerely, I John Stephens Senior Vice President 3 i 2. TABLE OF CONTENTS I 1. LETTER OF TRANsmiT I'.AL.....................................................................3 2. TABLE OF CONTENTS.......................... 3. SUMMARY SZIEXrT................................................................................... 5 4. PERSONNEL .......................................................................................... 7 1 5. FIRM ORGANIZATION...........................................................................13 I lil6. REFERENCES........................................................................................1.7 7. CONCEPTUAL PLAN.............................. ..................19 S. CONTRACT PEES ................................................................................. 29 I [zzizrs........................................................................................................31 1 32 EXHIBIT II ......... 33 i it li T.irensc#r0451271 h z Keenan J 3. SUMMARY SHEET We hope you find our ptoposal to be quite detailed and informative. Detailed below is a summary of seven main areas we feel highlight why we are the best provider to partner with the City to reduce your overall insurance costs. 1- Proven Results--During the past year, out first as the City's Worker's Compensation i broker,we reduced the City's WC premiums from$271,799 to $75,037,while also reducing the Police/Fire Self Insured Retention from$2M to SIM per claim- Our understanding of the public entity marketplace and expertise is what helped us provide a $196,762 savings to the City. 2. Relationship with the City—During the past several months,we provided a very comprehensive Safety Inspection Report of the major City properties and facilities to identify conditions and situations that could result in injury to the general public. We've conducted five(5) Office Ergonomics Trainings to over 150 city employees,provided Compliance Plan Review and MRSA Prevention Information. As you review'this RFP, the City can be assured that Keenan is making ptomises that will be delivered as we have proven this to the City- 3- Public Agency Experience—We work almost exclusively with pubic agencies and understand their complexities as we've served this niche for 35 years. We are challenged each day to develop solutions to help our customers and after 35 years,we are proud to represent over 700 public agencies- 4. Local Community Contutnitment—We currently provide the services requested in this RFP to Palm Springs USD,Desert Sands IISI), Coachella Valley USD and Desert CCD. We understand the dynamics of the greater Palm Springs area and support our local communities as we host many of our JPA Board and strategic planning meetings in the City of Palm Springs and surrounding areas throughout the year. Each of these meetings has 404-people and we're proud of our contributions to the local economies. (Page 17- 18) 5. Resources—The City's resources are limited,which makes this the ideal partnership. Our company was built to support public agencies and we currently have 600+ employees who work exclusively with our public agency customers. We will provide insurance brokering, risk analysis, day to day services (i-e. Certificates of Insurance), Claim Reviews and many other services. (Pape 7) 6- Conceptual Plan—Our proposal details various program structures we will evaluate for the City. Our innovative and "out-of-the-box" thinking has enabled us to structure some of the largest and best performing programs for California public agencies. (Page 19) 7. Insurance Market Clout—We place over$1 billion of public agency premiums representing$45 billion of Total Insurable Values and$8 billion Workers'Compensation payroll. We have worldwide relationships, credibility and knowledge of the public entity markets and will develop innovative solutions to reduce the City's insurance costs. License#0451271 5 xa Ke6han 8. Passion—It has been and honor and privilege to serve the City as your WC and Loss J Control provider during the past year and we hope our semccs,results and dedication demonstrate the passion and desire in providing services to the City of Palm Springs. J l l J � l � i ' i License d40451271 6 '�"1 Keenan � , 4. PERSONNEL b. Provide the name,title, and resume of all personnel who will be assigned to this program, including the primary management contact and all person($)responsible for day-to-day work on the account. Keenan is a vertically integrated operation and we understand the risk management and limited funding issues facing the City. We will be providing a team of resources to help support the City in the day to day issues that arise and help uncover potential "what if' Situations to make sure the City is protected in the event of a loss. Detailed below is a picture providing a mote global overview of the resources that wM be dedicated to helping the City and following are the actual resumes of the various individuals. r X.-O Service QuarterbackAccount Service Team Education Legislative,Industry TkLMS.. I Loss Control R o + IIFbAN . . CInformation Technology Director of linancial ScMces ReportReinsurance Claims Management i License INS1271 7 Keenan Name:John Stephens,Senior Vicc President Role for the City: Account Team Leader Educational Background: John gxaduared with a B.S. in Business Administration from California Lutheran University. Years of experience its,field: 15 General professional experience: John has been in the insurance and risk management industry for 15 years. John began his career with At-thur J. Gallagher& Co,the third-largest insurance broker in the U.S. as part of their National College Internship Program and has been with Keenan for the past 9 '/z years. Professional experience in servicing public agencies: John oversees the Property & Casualty distribution for Keenan's Public Agency Division which consists of 800+ public j agencies, educational entities and joint powers authorities. John is involved in the corporate design and marketing of Keenan's proprietary Property & Casualty programs working with the global reinsurance marketplace. Additionally,John has hosted several Risk Management Symposiums and has been a featured speaker for several public agency organizations, including: • California Association of Joint Powers Authorities (CAJPA) j • California Coalition on Workers'Compensation (CCWC) • California School Board Association (CSBA) • Community College Internal Auditors (CCIA) j • California Association for School Business Officials (CASBO) State Broker Licenses, Property Casualty and/or Health & Life that are held individually:John has both Fire & Casualty as well as Life&Health licenses in the State of California. Name. Graham G. Grice, General Manager .Role for the City: Marketing Expert Educational Background: Graham attended Trinity Whitgift School and Carshalton Collcge in England. Years of experience is field: 31 General professional experience: Graham's prior professional experience includes working for Gxeat Britain's largest workers' compensation carrier as a regional underwriter, for Lloyds of London in England, and worldog for a major re-insurance intermediary in the United States. Graham has worked in a broad specttvm of the property& casualty business, and possesses the accessary experience to manage property&casualty pools. Professional experience in servicing public agencies: Graham came to Keenan & Associates in 1988 with an extensive background in workers' compensation and property & " casualty pools. Graham is responsible for the overall operations of the property & casualty excess pools managed by Keenan & Associates. He works closely with the member pools through their boards and subcommittees, dealing with various issues relating to self- insurance and insurance including actuarial studies, underwriting evaluations, financial .reports,claims setdemcnts,and risk management plans. State Broker Licenses, property Casualty and/or Health & Life that are held individually: Graham is a licensed Fire&Casualty Insurance Broket. I ' j License#04512 i 1 8 .KEB�_ 1Z Name: Eric Preston, Senior Loss Control Consultant Role for the City: Loss Control Consultant Educational Background: Eric has a Bachelor of Science degree in Business Administration - Management and human Resources. Eric has an Associate in Risk Management - Public-Entity specialization designation (ARM-P) and is a Certified Playground Safety Inspector (CPSI) Years of experience in field: A including the past 6 months working on the City's Playground Inspection and other Loss Control programs. General professional experience; Prior to joining Keenan and Associates in 2004, Eric worked for California State Polytechnic University, Pomona, as a Special Consultant to the Test Center. Professional experience in servicing public agencies: ,Eric Preston is a Senior Loss Control Consultant responsible for assisting clients with reducing dieit Workers Compensation and Property & Liability claim lasses through various risk management techniques including safety inspections, employee training, accident investigations, ergonomic evaluations and compliance plan development/implementation. Name; Steve Moccatdini,Vice President/Ptoperry&Liability Claims Administration Role for the City; Claims Resource and will be instrumental in discussing claims that may impact the insurance/teinsurance company layers. Educational Background: Steve graduated from California State University, Long Beach with a Bachelot of Science degree, and from California State University, Dominguez Hills with a Masters degree in Negotiation and Conflict Management. Years of experience in field: 30 General professional experience: Steve's 30-year career in the insurance industry has provided him with experience in primary, excess and reinsurance claims, dealing mostly with large complex losses and reinsurance recovery. His tenure in senior management of an international reinsurance imermediary afforded him the opportunity to work closely with clients, developing a high standard of client servicing and outstanding record of customer satisfaction. On a management level, Steve has managed multiple departments with responsibility for the. development and implementation of new systems, policies and procedures. Professional experience in servicing public agencies; Steve is responsible for all claims subject to the excess property and casualty pools managed by Keenan & Associates. Working as liaison between TPAs and the Claims and Coverage Committees of each of the member pools, he works closely with committee members in directing the management and final resolution of claims affecting their pools. In addition,Steve is responsible for audits of Third Party Administrators, large subrogation recovery efforts, as well as reinsurance recovery. Name:Audra Powers, CIC,Account Manager Role,for the City: Account Manager and contact for day-to-day issues. Audra has worked dircetly with the City prior to and now since we tools over as the Ciry's Work Comp broker. Educational Background: Audra is a Certified Insurance Counselor (CIC) and is currently working on her Certified Risk Manager (CRM) designation. Years of experience in field: 17 License#0451271 9 Kee an General professional experience. Prior to joining Kccnaa and .A.ssodaws in 2005, Audra worked for a California based insurance broker and has been in the insurance industry fox over 17 years. Professional experience iia servicing public agencies- Audya Powers is an Account - Manager responsible for day-to-day service and policy administration and works exclusively with public agencies. State Broker Licenses, Property Casualty and/or Health & Life that are held individually: Audra is a licensed Fire and Casualty Broker-Agent in the State of California. Norm Gritsch, Senior Vice President and General Counsel Over the past year Norm has worked with many of our business groups as a consultant to address various legal issues, disclosure requirements and new product development. He has } demonstrated a Tate ability to combine detailed legal analysis with an understanding of our business needs to create workable and innovative solutions. Norm brings to Keenan over 20 years of sophisticated legal and business experience. He S graduated with honors from the Georgetown University School of foreign Service and Pepperdine University School of Law: For ten years he practiced law with the Iarge I international law firm Gibson, Dunn & Crutcher and then went on to serve as General Counsel of two other large national and international companies. On the business side, Norm has served in various senior management positions and has worked as a congressional staff member. j As our. General Counsel, Nonn will be responsible for supervising and approving all legal matters affecting Keenan&Associates- 'Paul Vo.Mman, Chief Information Officer Paul has over 14 years of tecbnology and consulting experience at various companies and industries. Paul's responsibilities as CIO at Keenan are to provide the necessary vision and leadership to develop and implement information technology initiatives that improve cost effectiveness, service quality, and business development in ICeenan's constantly changing, competitive marketplace. Paul is currently setting the technology direction for a number of Keenan's enterprise-wide information systems including BenefxtBtidge, Claim Processing, Sales Force Administration, and Customer Service solutions. In addition, Paul is currently i managing the implementation and customer service aspects of Kcenan% BenefitBridge technology solution. Paul's previous tecbnology experience came from Gemstar-TV Guide where he served as Vice President of Enterprise Applications. Prior to Gemstar, Paul was CIO at Vivendz Univetsal Games where he was responsible for all Information Technology functions. Formerly, Paul served as a consultant with both InterWorld and Accenture where he managed various technology projects for several government entities including the Counties of Merced and Napa, State Compensation Insurance Fund, University of Michigan and others. Paul holds a Bachelor of Science degree received in 1992 from the University of California in Davis,California. License#0451271 10 '�� Keenan .Allen T.Frazier—Senior Vice President Allen Frazier is Senior Vice President in the Property and Casualty Division of Keenan& Associates.His responsibilities include ongoing management of the underwriting marketing, and program development functions for the Propctty and Casualty Division. Allen began his ptofessioaal career with the State of California's Department of Social Welfare and Employment Development in 1974-Later he became the Principal Actuarial Reseatch Manager for the state Unemployment and Disability Insurance Funds,with responsibility,for adequacy of reserves,rating of employer and employee contributions, and initiatives for legislative changes to the programs. Since 1982,Allen has held various consulting positions in the areas of Property, Casualty and Risk Management-He became President,U.S. Operations, of Sigma Risk Management,an international consulting firm. Alien's services to clients have included a large range of management consulting projects to individual self-insured organizations and pooled insurance programs- His program experience includes captive insurance companies,risk retention groups and public agency insurance pools-His services to clients has emphasized insurance coverage reviews,valuation of reserves,rating for future loss costs, and overall guidance in developing,managing and financing property and casualty programs. Allan received his Bachelor of Arts from California State University,Sacramento,and holds the Associate in Risk Management(ARM) designation from the Tnsurance Institute of America. Steve Gedestad, CLU Executive Vice President Stephen S- Gedestad, Executive Vice President of the Keenan & Associates Schools Division, is responsible for management of Keenan Financial Services. The Financial Services Division has developed a wide range of products that include meeting the nods of Public Entities as they comply with GASB 43 & 45, individual financial planning programs, and various early retirement incentives. Steve came to Keenan & Associates in 1983, with vast experience in employee benefits. While working at Aetna Life & Casualty for ten years, be acquired experience in the marketing and management of large multi-site national employers.Additionally, he managed employee benefit and pension plans for Taft-Hartley Trusts throughout the Aetna network. Steve graduated from the University of California at Davis with a Bachelor of Science degree in Economics. Steve has served as president of the San Diego Employee Benefits Council and is active in his community. He is a member of CASBO and the International Foundation of Employee Benefit Plans. Steve is a Chartered Life Underwriter (CLU), receiving his cent fication from the American College. He holds a California Life and Long Term Care License and a series 7 and 66 license as a Registered Representative with the NASD. License#0451271 11 Keenan i Mary Boyer,SETECH Mazy Boyer is an Assistant Vice President in Keenan & Associates Service Enhancement I Technologies (SETECH) department She has over 20 years of experience at Keenan 1 involved in all accounting aspects of the company. Mary is responsible for the preparation and accumulation of accounting information and claims data. She has extensive cxpetienec f with personal computers and is responsible for developing, implementing and presenting 1 financial tisk management information reporting systems. Prior to joining Keenan & Associates she attended St Cloud State University -- St Cloud, NW cxzrphasizing her studies in General Studies/Business Management Ron Simon--Reinsurance Claims Dime or 1 Ron Simon serves as the Director of Excess Claims in Keenan's Torrance office, providing coverage analysis, reservation and position evaluations for the field offices, and identifying loss trends.He monitors submissions and collections of reinsurance reimbursements, as well as all high amount claims. He is also the Joint Power Authority Claims Manager. In addition, Ron conducts oversight of all TPA claims audits to insure that claim handling standards and procedures are comparable or above the industry standards. j Ron has 30 years of management and technical experience in the insurance claims industry encompassing multi-state personal and commercial line auto, general liability, product J liability and construction defect litigation, i iJ ' I it f � Il I License#0451271 12 Keehan i 5. FIRM ORGANIZATION a. Name of firm, date established, approximate reventie and approximate number of employees. Founded in 1972, Keenan&Associates has 35 years of experience in providing solutions for Calfomia public agencies. We are the 66 largest privately held brokerage firm in the United States and the largest privately held broker in California. We curtently work with over 700+ public agencies,have annual revenues of$130 million and have 675 associates that provide services almost exclusively to our public agency niche. b. Whether the firm is local, national or international. Keenan&Associates is a local (California) firm. As mentioned above,we are a privately held firm and are proud of our independence, culture and commitment to public agencies. c. .Location of office to serve the City. The location of the office to serve the City is our Riverside and San Clemente Offices. Loss Control services will be provided out of out Rivcrside office, while the general consulting and day to day administration will be out of San Clemente. These two offices represent over 100 Southern California public agencies,including your local school,,Palm Springs USD. d. Number of years Proposer has been in business hinder the present name, as well as related prior business names. Keenan has been in business under its present name for 35 years; there are no related prior business names, though we have grown, and in question 4(0 below, we list all of our subsidiary company names. e. .Describe structure and ownership of Proposer. State whether the firm is an individual proprietorship,partnership, limited liability company, corporation or joint venture. Keenan&Associates is a corporation and ESOP company- Our employees own 45%of the company- f State all financial interests in other lines of business and/or entities. Keenan&Associates is a corporation with the followin divisions and subsidiaries Keenan Keenan Keenan .T'ex i,a'ru Henfrl here Financial servinr Meritage Insurance Group A Hxv iiax Cqp ive License#0451271 13 Keenan .Xeenan &Associates I{eeaan's Public Agency Division provides high quality,innovative products and services j that add value, increase zcUability and provide financial security for employee benefits, workers'compensation and property and liability programs- Keenan HealthCare Keenafes dedicated HealthCare Division specializes in providing insurance brokerage, consulting risk management and claims services to the hospital and provider community, and cturendy serves more than 120 healthcare organizations. Meritage Insurance Group Meritage is a Hawaiian captive owned 100% by Keenan. Its purpose is to assume,a portion of the risk of private label products designed specifically for the needs of our customers. At all times the participation of Meritage is at the direction of and with the } approval of our customers. J Innovative Care systems f Innovative Care Systems JCS) is a TPA that provides the .integrated management of l workers'compensation, statutory disability, STD,LTD and FMLA benefits. ! Keenan Financial Services J Keenan Financial Services addresses the needs of public sector and healthcare clients in retirement program development, administration and asset accumulation requirements. Their services include early retirement incentive plans and Social Security replacement programs for part-time employees, Hurd parry retirement plan administration, an asset investment portfolio platform, and a comprehensive compliance program to meet Governmental Accounting Standards Board (GASB) 43&45 standards. g. Describe the range of services provided by Proposer. I In addition to the traditional brokerage and consulting services, we Feel our internal infrastructure is what will be of great assistance to the City. We will provide claims oversight, a Reinsurance Claims Director ro assist with claims that hit the excess/reinsurance layers; Risk Management/Loss Control Consulting; Actuarial - Consulting; IT Consulting; Contract Compliance Revicw, Financial Management support;Employee Benefit and GASB 43/45 plan design review to make sure the Citjr is not exposing itself to unnecessary EPLI, and other risks, and outstanding day-to-day support to the City staff_ Some of the higlilights include: I ➢ Marketing and Brokerage Services — Since we work almost exclusively with public agencies, we understand the public entity marketplace and have tremendous clout to negotiate the broadest Terms and lowest premiums, We currently place coverage for $45 billion total insurable values, 38 billion of WC payroll and $1.3 billion in public agency premiums. We will develop strategies with the City prior to tnazkcting the program and then use our clout to negotiate the most favorable terms to protect the City,your employees and City Counsel. ➢ Broad based Consulting Services - Perhaps the single most important component in I assembling the account team for the City of Palm Springs is the strength of the consultants assigned to you. Expedencc and skill are essential in accomplishing the I Licrnsc#0451271 14 Mge�aYt tasks required by the City and each out team members works exclusively with public f agencies and understazzds the unique issues public agencies face and your limited resources. Our goal is to act as an extension of your staff and help identify trends/risk, develop strategy to reduce/minimize/contain and then implement solutions. ➢ Claims Reviews — Utilizing our claims expertise, we will help facilitate claim(s) reviews with your current TPAs to make sure claims are being properly reserved prior'to marketing the program each year. This will help us better understand the difficult claims and enable us to negotiate the lower possible premiums for the City. ➢ Review of Liability Coverages for the Citys HR Practices - The benefits and HR staffs of every government agency, no matter how diligent, experienced, or wen intentioned, may (perhaps inexplicably) find themselves (their agencies really) subjected to unexpected liability exposures. We will review the City's liability insurance provisions to assuzc that benefits administration, employment practices, and employee communications coverages adequately protect the City. ➢ Financial .Analysis and Underwriting Review - Keenan has a dedicated Financial Analysis,Undci:wzt ug, and Technical Unit which supports our Consultants with tlae detailed study of the City actuarial and loss trends. ,More than just mere reformation of carnet claims data, our Technical team, staffed by experienced underwriters and analysts, find meaningful emerging trends or potentially adverse situations, and then develop sound recommendations to correct or mitigate the financial burden to the City. ➢ financial Analysis of OPEB Exposures and Recommendations - Rcccnt GASB rulings make proper identification and valuation of OPEB exposures an essential requirement for the City and member agencies. Keenan is uniquely qualified to advise the City in fulfilling your obligations with the expert consultants in Keenan Financial Services. KFS was created to help address our clients GASB issues, design -retirement plans and other financial security programs, and quantify OPEB values. In conjunction -with support from our Technical Unit, the City member's OPEB requirements will have capable review and counsel. A KFS consultant will be assigned to the City's account team. ➢ ,Report to and Advise the City - We understand the importance of providing clear and balanced information to all parties involved in the development and direction of your insurance programs. Nearly all of our clients ask Keenan to participate in their strategic planning sessions or City Counscl meetings,where we frequently respond to inquires, provide background or research information, and present findings from assigned tasks. ➢ Resource for Ad Hoc Projects - Unexpected projects may arise during the course of a plan year, and Keenan will usually handle those tasks under the scope of our engagement. In those instances where there is a considerable amount of unanticipated work,we will confer with the City and find a solution agreeable to all. License#5451271 15 ee-han h. Give the name(s)of the persons) who will be authorized to make representations for .Proposer, titles, addresses and telephone numbers. John Stephens, Senior Vice President 901 Cale Amanecer,Suite 200 San Clemente,CA 92673 949-940-1760, ext. 5161 i. The number of individuals available to provide direct service to City. j This is an area whereby we feel we can provide the greatest benefit to the City. We have J 675 employees who work almost exclusively wide public agencies and if selected as your broker,we would like to have a strategic planning session to provide a greater overview of out capabilities and the City can tell us where we can best support you and your members. We do not limit out.internal resources. Rather, we will share our expertise } and provide global resources to help reduce the City's total cost of risk. 1 Please refer to Item #4, which outlines the primary service team that wiy work witin the l City, f I there are an ud ments, claims or suits pending or outstanding b or against our 1• f YI g p S 8 Y S Y firm, details must be submitted on a separate sheet. There are no investgarons,lawsuits,claims or complaints pending against Keenan& .Associates, the adverse outcome of which is expected to have a material adverse effect on Keenan&Associates or its ability to provide services to its clients. 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 j effect on Keenan or its ability to provide services to its clients. Keenan&Associates continues to maintain general liability and errors &ornissions iasuraacc covering its business activiries and anticipated potential liabilities- k. List all lawsuits that have been filed by or against your firm in the last five (5)years. Please see response from Item],above. J s 1 i I . Tl License#0451271 16 .Ifeenan 6. REFERENCES m .Five(5) current references of public agencies including. Organization Name, Address and Telephone Number Name of Contact Person in Agency Keenan has primanly worked with California public school districts, though a few years ago we expanded to provide services to cities, counties and special districts. We have approximately 700+ school customers and 30+ city/county clients for various lines ,of coverage. Detailed below are several local references. CLIENT REFERENCE Cit of Palm Springs Troy Butzlaff .Assistant City Manager • 60 322-8336 � • 7/1/07to Ptcscut _ Workers'Compensation brokerage and Loss Control Services. Palm Springs Unified School,District Curtis St has Risk Manager 760-416-6191 • 1986 to Present ._ Property & Liability, Excess Workers' Corn ensatioa and Loss Control Seiviccs Desert Sands Unified School District Charlene Whidin er Deputy Superintendent,Business Services 760-771-8508 • . 1986 to Present 1 1 1 Property & Liability, Excess Workers' Compensation, Claims Administration and Loss Control Services Coachella Valle Unified School District Sara Resler Risk Mana cment Administrator 760-399-5137 • 1996 to Present • • Property & Liability, Workers' Compensation, Owner Controlled Xnsutauce Program (OCIP), Claims Administration and Loss Control License#0451271 17 KeErian �. ,, Services P n Colle ]District _ Property $r inability, Workers' Compensation, Clams Administration and Loss Control Services OTHEA REFERENCES As an organization,we axe very active in suppoxting tuutucipalides. We serve on a variety of Boards and Conference COxnxnittee5 and provide financial support to help various organizations. John Stephens scxves on the Advisory Board for the Willdan Group of Companies,the parent company to Willdan Engineering,Muni Financial and.American homeland Solutions, As a � member of this Board,John works closely with Frank Tripepi,curmm:President/CEO of Muni Financial and former City Manager at the City of Rosemead. John also works with Anthony Gonsalves,Gonsalves&Sons,John Russo, City Attorney for the City of Oakland and Fran Mancia,MuniSetvices,LLC. We encourage you to contact Frank Tripepi to discuss our } municipality expertise and commitment to helping public agencies. I MuniPinancial J Frank G.Tripepi President/CEO 951 587-3505 I 4 i I � i License#0451271 1$ Ife 6h n _ 7. CONCEPTUAL PLAN In addition to the above, the proposal should include the following: a. A brief synopsis of bow the firms 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. Insurance for public agencies is extremely specialized, changes frequently,and Keenan& Associates'irmovation, entrepreneurial culture and commitment to public agencies is the ideal partnership for the City. We work with 700+ public agencies, cunmdy place coverage for public agencies representing $45 billion Total Insurable Values and 1$8 billiou of Worker's Compensation payroll. Our niche focus,understanding of the pubic agency marketplace and our internal inftastrucrure to support the City of Palm Springs is what makes us unique. As your partner, we will provide tremendous resources to help support"your Risk Management efforts and contain costs. We do not just provide brokerage services, rather, our organization of 675+ employees are dedicated to providing services to California Pnblic Agencies. Out services range from helping develop and implement Return to Work programs, to Safety Inspections to financial Consulting and Brokerage services. Item #4, Page 7 of our proposal details the numerous tesources that will be dedicated to providing services to the City. From a program structure standpoint,we will provide "out-of-the-box" thinking in how to structure your insurance program that will provide: y Deduced insurance costs. ➢ Qptons to standard insurance program structures, we will provide alternative risk financing options that can significantly reduce the City's long term costs whUc providing flexibility,predictability and stability- 1 pred.i_crability and Stability to The City's insurance costs as you struggle_ through the financial crisis impacting our State. Item #7 provides detail on our conceptual plan in bow we will accomplish the three items above_ License#0451271 19 °� Kethan b. Description of methods employed to obtain crud disseminate information about current local,statewide and national legislation, trends, new services, new concepts, etc.,to the account team who would service this account. As a niche organization,we continuously monitor legislation that may have an impact on our public agency customers. Our legal department consists of nine (9) individuals, including out General Counsel who previously spent ten (10) years at Gibson, Dunn & Crutcher and formerly wotkcd on Capitol Hill. We'have legal counsel dedicated solely to monitoring California and Fcdcral legislation for any issues. that may impact our customers and a JD/RN who specializes in analyzing coverage and contractual issues for our customers. In addition,our lobbyist provides insight on pending legislation that may impact our public agency customers. From this, we develop Client Briefings, Newsletters, Trends Analysis and other meaningful information to help our clients understand the issues so they may make informed decisions. We invite you to explore our award winning website (Business .(assurance Best of the Web), at www.keenan_com We are also members of numerous public agency organizations, both locally and nationally, including CAJP.9, AGRIP PARMA., California League of Cities, etc. Following is a brief overview of our Compliance SetvAces available to the City as we truly j believe Keenan delivers more that matters for our customers., J ➢ Compliance and Legislative Resource - Our Compliance and Legal teams quickly 1 disseminate norifications of important legislative developments to all Keenan clients. More than just passing along informauon, we will also explain the implications of new regulations and tf e inrpa t pecffically for California public agencies. Our consultants are Li well attuned to their assigned clients, and are educated and informed about current legislative and regulatory developments; they can give the City prmtcal guidance in compliance. Ongoing Customer Support to Keep You Current - Your Keenan service team will be your frontline support to help ensure your programs and practices are maintained according to the rules. We will review your needs regarding procedures, J notifications, documentation and policy consistency and will be readily available to answer your everyday questions on compliance issues. Our field staff is backed up by dedicated experts from our Corporate Lcgai team to research more complex -J areas. In addition, Keenan maintains the following regularly updated compliance reference and news tools through email and Internet access. > ; } ➢ Keenan NOW. Monthly digest of legislative, regulatory and industry information, delivered by email, and filled with useful links to additional 'information-Briefings: Practical information on specific topics of current interest, published several times each month as events warrant, and maintained on our wcbsire News Center. Y Risk Management Resources: We maintain a library of best practicc approaches to safety and injury prevention along with the expertise to help you implement an effective loss control program. i I 1,iccnsc#0451271 20 Ke�n`� an Specialization in Your.Area -We focus our practice on what you do and where you do it. Unlike a general practitioner, Keenan specializes in well-defined niche markets in ozder to provide you with the most relevant information and resources applicable to your situation. Beyond being experts in the benefit and risk management issues of your industry, we are also specialists in the California legislative, regulatory and economic environment. Therefore, Ineuan will deliver you the compliance communications that directly affect you,and action options you can apply to real life circumstances. c. Fxamples of Proposer's leadership, creativity and innovation that was a benefit to its customers. This is an area where we ate most proud and feel separates us from others. During the past 35 years,we have had the privilege to work with ovct 700 public agencies. We have formed over 100 JPAs, ranging from Property & Liability, Workers' Compensation, Owner Controilcd Insurance (Wrap Up) Program, Health & Welfare, Dental, Retiree Liability (GASS 43/45), Excess property & Casualty, Captives and other Private Label programs exclusively for public agencies. Other bzokczs may also have experience in placing insurance for public agencies, however, our true cominitment, leadership and innovation is demonstrated through the following four areas: 1. Saved City of Palm Springs $196,762 in one year 2. Innovative solution that cxcated a 520 million savings for one customer 3. heenan assets at stake to help our customers 4. Education in the insurance marketplace Saved City of Pahn Springs �196,762 Last year, our first as the City's Workcr's Compensation broker, we found a market that specialized in writing cities and reduce the City's WC premium $196,762 while also reducing the Police/Fire per claim Self Insured Retention from $2 million to $1 million. This was due to our understanding of the public agency marketplace and our brokerage experrise. Should we be awarded the business to act as your broker for all lines of coverage, we will bring similar experience and innovation to reduce your Property & Liability costs. Innovative_Solution Create r Many organizations like the City transfer risk when it makes sense, whether it's through lower retentions, reinsurance, etc. However, wouldn't it be nice to look back after the year is over and cbanpe your mind? Recently,we developed a commutation provision in a program that enabled our client to avoid tiling significant risk. However, a few years later, claims had not developed as anridpatcd and the reinsurers stood to snake a very large profit In hindsight, our customer would have benefited from retaining the risk and because of our innovative foresight, our customer was able to change their mind years later. This resulted in our client receiving over $20 million back from the reinsurers. This is an example of"out uc=5c#0451271 21 Keenan I of the box"thinking and area we believe would provide significant flexibility and savings for the City. I We Put Keenan Assets at Stale to Help Our Customers After the soft workers' compensation market ended, our customers,like other California f employers, were faced with 100-200% premium increases. The choices were to accept the increase or take on significant risk. Rather than accept the insurance companies proposal of huge rate and SIR increases, we. continued to operate as an innovative } company and developed a solution thar would preserve our customers' assets and not I expose them to significant risk. In order to minimize rate increases, we developed a "wholly owned" agency captive whereby Keenan&Associates' capital was at risk before various reinsurers. We did this, not because we want to be insurers; rather, we did this ) because it was the only way to minimize the rate increase for our customers. The result was we helped save millions of dollars and reduced the risk for our customers- This was } truly a solution and this program has grown to be the single, largest workers' compensation pool of its kind in the U.S., representing over $8 billion of public agency Payroll. Education of the Insurance Madoc Wlace Due to the complex nature of California public agencies,joint& several liability and the j litigious environment we operate in, there are often few insurance companies who want to work with public agencies. Keerian believed this was a situation requiring us to take an interventionist approach. Rather than hope we find the `insurer flavor of the wcck," we spend significant time educating the insurance marketplace about the uniqueness of public agencies. An example of this was during the "hard"market, post 9/11. We held an educational symposium for domestic and international insurers to educate them on the unique risks of California public agencies. We had public officials, claims specialists and attorneys to help educate them on why public agencies are a good risk. We did this because of our commitment to public agencies- This enabled other public agencies we were not associated with to benefit from a more educated marketplace and are proud to be the leader helping all public agencies. i a Our public agency market relationships, clout, niche focus and credibility in the insurance marketplace has enabled us to develop solutions and competitive programs for our customers. We do not believe in "status quo." We believe in continuous reinvention to help presctvc the assets of our public agency customers. We have 675 associates who provide services and solutions for our public agencies customers each day. We are proud of the many solutions we've created and hope this brief overview provides a sampling of this. d. Faplanation of any services described in the RFP that cannot be provided. We will provide all the requested services in the RI P,and are confldenc in our ability to do an outstanding job for the;City. With respect to the E&O insurance requirement contained in de Sample professional Services Agreement,we want the City to be aware that in the normal course of doing business as a professional insurance broker for the past 35 years,our firm has been subject to occasional allegations of E&O. The City requires limits of$1,000,000 per occurrence and a 32,000,000 annual aggregate. Keenan &Associates carries limits of$5,000,000 per occurrence and a$5,000,000 annual i License#0451271 22 0 Keen an , aggregate_ This coverage is on a"claims made" basis. We confirm that this policy will remain in force for a period of three years from the date of completion of the services requested. Should we be selected as the broker, for the City,we will work with the City to confirm availability of the minimum limit requireincnts which are far less than current limits without the necessity of additional costs to the City- Describe potential designs of hour the insurance program could be structured. .include discussions of risk analysis, design of coverage forms,use of deductibles, self-insured retentions or otber alternative risk financing,layering ofprimary and excess coverage(if applicable), use of manuscript policies,bow pricing would be determined, and any services available or to be provided by insurers as part of the insurance placements. The City's current insurance program is very standard and coverage is placed with a variety of insurance companies. There does not appear to be any leveraging of programs to reduce premium costs and enhance claims efficiencies. Your deductibles range from $1,000 to $1 million per claim,which means you have both a low and high tolerance of risk. The $1,000 deductible makes me believe you have a low tolerance for risk. However, your large liability and WC SIRS maize me believe you have a "high tolerance for pain"as one public official once told me. During our review of the City?s loss experience last year, it was evident your favorable loss experience can be used to develop a program to leverage multiple lines of coverage, wbilc allowing the City to develop a loss fund that will return monies to the City for favorable experience,rather than losing those dollars to an insurance company. Tktis will allow the City to control its own destiny and not rely upon traditional insurance programs and"trading of dollars"with an insurance company. Detailed below are various structures and ideas we recommend exploring_ 1. Standard insurance program structure — This is similar to the City's current program where you have various insurance companies providing different coverages. 2_ Reinsurance of a Memorandum of Coverage — This provides tremendous coverage flexibility and enables the City to develop it's own coverage document rather than rely upon an insurance company coverage form,which often includes many hidden coverage exclusions. We would look to develop a coverage document specific to the City's specific risks and then find companies to "reinsure" the MOC. This would enable the City to have the btoadcsr coverage form to respond to claims,rather than rely upon an insurance company coverage form which typically loops to deny coverage first rather than pay claims in an expedited manner- 3. Increased Liability Limits - Based upon the growing litigation against public agencies and the recent City of Dana Point settlement of$50 million,we believe the City is underinsured as you only carry $10 million and we recommend exploring higher Liability limits. License#0451271 23 Keenan Your school district, Palm Spdngs USD currently carriers $25 million and their = exposures are fax less than the City's. In fact,last year,Palm Springs USD had a $14 million quadriplegic claim settle and we were lucky it only cost $14 million. 1 The City is subject to Proposition 51 and the laws associated with Joint&Several Liability, which makes the needs for higher limits even more important In September of 2007, I spoke on a panel on Joint&Several Liability and shared a quote from Richard Wehe,Assistant Chicf Counsel of Caltrans who said: I can tell you that in many, many settlement conferences or mediations 1 am confronted with plaintiff's lawyer's statements that, It only need to establish that the state is t% at fault and I can recover all of my economic damages." This is alarming as public agencies truly are the"deep pockets" for plaintiffs. We believe the City's current liability limits of$10 million are too low and we will immediately look to increase them to protect the City's assets, City employees and City Counsel j 1 4, All Lines Aggregate Program —The strength of the.AII Unei,Aggregate Program is that it combines the efficiencies of self-insurance,with its predictable Costs, and the security of insurance for unpredictable risks. This will provide predictability, stability and potentially significant premium savings should the City have positive loss e)rpericnce. We believe this program will provide the City with savings, sccuuty, stability and more control over your risk management insurance program with increasing benefits to the City over time, Thti!s program is an alternative to help effectively manage your TOTAL COST OF RISK Detailed below is what the program could look like and we are happy to discuss it in more detail during the oral interview. I is + i i i i i i License9.0451271 24• Keenan 111 CHART LEGEND 1 1 1 1 1 1 ALL LrNESAGigREGATE COWONENT5, PERIODPOLICY LOSS FUND SELF INSURED RETENTION MAINTENANCE DEDUCTIBLE CLASN COVER SPECIFIC EXCESS INSURANCE �E INSURANCEAGGREGATE EXCESS SPECIFIC EXCESS INSURANCE I PusLlc '�' • PROPERTY' GENERAL AUTO , DFFICIA!$, ��:'.. . [fNFdRCEMEN,T--i'',�:'�o:;.�;' .�:.�'$a.�,•� � � �� $SOO,000 .y:;;,�!, - _ "F{ ;.;.:.;;1� i ''rG,'":��`�,�;.'��.j';Fi,�•„�;p."�.iCRil'� �Aggregafe Re�tenti0n fot 5T ��_.�� � grP':d�"_ yS�:,:��/�M�'�� ;it!•n° n".•ly. \�r�9 i N.t�,., �.i�f�l r. .,lr '.k'• ';i''�s ; �����,�;.r' ALA ��� 1 $400,000 �, $900,000• �$40[I,dOD 1, '' � � , D FREQUENCY The previous pages discussed potential designs of a program- We think it's also important to - share our philosophy on how we get there, as we believe the City should be activity involved in the process. We will work in close concert with the City to make sure we have a thorough undcrstauding of your loss data, challenges, appetite for risk (alm "threshold for pain's and ultimate goals,prior to developing a submission for insurance companies to evaluate_ These are critically important and are a continual evolving process. The following provides a brief overview of how we would approach the City program design: 9 Strategic Planning 9 Target Pricing,Terms&Conditions Out-of-the-Box Thinking Strategic Planning and Marketing On an annual basis, it would be our intent to do a thorough marketing of the Cites d program to all itteerested carriers. Tn order to make sure this is accomplished,we would hold a strategic planning session with the appropriate City stuff in the fa11 of each year to revisit the ultimate program structure goals of the City, such that these ate k_ept in mind I as each year's marketing takes place. We believe in Ieveraging the talents of the entire team supporting the City. Most brokers l analyze data, solicit quotations and pick what "appear" to be the best or lowest of the quotations tcceived. TI- s is a novice approach and completely against our belief of niche marketing. } During the strategic planning process, we include claims and loss control partners, as they are the ones who deal with the day-to-day claim issues, coverage counsel to review current claims issue trends, and our lobbyist to review l4slativc issues that may xcquire us to build a solution to protect the City, We review the claims on an ongoing basis to see if claims have developed whereby the City may wish to expand or reduce coverage within your coverage document. We do not believe the insurance markets should dictate how our customers must operate. Rather, we determine what our customers need and then build a solution for l them. Target Pricing,Terms & Conditions After the Strategic Planning Session(s) previously mentioned,we then work closely with our actuary to develop target pricing at various retention levels before we go out to market. We explore various retention levels that provide us with upfront intelligence prior to going out to market. We believe in developing target pricing, as we want to Imaw what fair pricing and terms and conditions should be on the front end rather than relying upon the markets to dictate terms and conditions. This approach eliminates selecting the lowest of the market offerings, which could potentially mean picking the best of the worst quotations. i Knowledge is power and we believe the tremendous upfront work we do prior to going out to market will enable us to develop the most effective insurance programs to protect the City. License#0451271 26 1\V .nf Out-of-thc-Box Thinking We are experts in public agency programs, reinsurance contract and alternative risk Financing. We were one of the first to utilize reinsurance and eliminate unnecessary frictional costs for our public agency customers and preserve their public funds. At first we were criticized for not using "admitted" insurance companies, but soon others followed as they learned that this provided flexibility and improved coverage through a customized Memorandum of Coverage. However, we did not rely upon the "status quo,"and we then provided further innovation as follows: ➢ Unilateral Commutation —Due to market conditions, our customers chose to transfer risk to reinsurers. As reinsurance contract experts, we developed a commutation provision which allows our clients to renegotiate their terms and conditions if loss experience proves to be favorable to the reinsurers. Recently, this cnabl,ed our customer to receive $20 million dollars back in funds £tom the reinsurers. To our knowledge, this has never been done by any other pools and we are proud of the benefit our customer received. Novation—Our reinsurance contracts require our customers to have the ability to replace reinsurers if a reinsurer rating drops and/or a tcinsuter chooses to go into tun-off mode. We have done this successfully to protect our public agency customers and something we recommend the City has for any reinsurance placement. ➢ Non Cancelable/,Rate Guarantee/Profit Sharing—We recently negotiated an excess casualty program non cancelable by carriers with a rate guarantee for three years. In addition, there is a profit sharing feature based on experience together with the insured's ability to execute a commutation or cancellation dependant on market conditions. This structure provides tremendous control for our customer. The City will receive proposals from many qualified firms, all of who have access to many of the same markets. We feel our innovation, understanding of the public agency marketplace and proven results with the Ciry is what differentiates out company and why Te believe the City should select,,us to be your insurance broker for all lines of coverage. .Describe harm 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. As previously stated, we place coverage for over 700 public agencies, representing 545 billion of total insurable values, P billion of worlrer's compensation payroll and over $1.3 billion of total premiums. We bave worldwide relationships, credibility and knowledge of the public entity markets. For the most part, we work directly with worldwide reinsurers and insurers to maximize risk transfer and protection of our client's assets. It is out primary goal to work direct with candets and reinsurers as this reduces the frictional costs for our customers- There are some occasions whereby we must utilize an intermediary broker to access specialty companies and in those situations we use Besso to access the Lloyds of London syndicates and Towcrs Perrin Re to access markets where we might not have direct relationships. a cicm GYls��o�slzrl 27 �� Cl11 1 Describe the activities and services that would be pro rdided 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. We provide virtually every insurance and risk management service .needed by public agencies. In addition to being a broker/consultant,.we provide TPA services, (workers' compensation, property and liability, integrated disability), Loss Control/Risk Management, Financial Consulting, Underwtiting and Reinsurance Claims Consulting; regal/Legislative support and Employee Benefits/GASB consulting. While we want to be brief;we want you to understated we are a unique organization and are committed to providing solutions to public agencies- We ate a privately held company and do whatever it takes to help our customers. The services we believe will be of most value to the City are; • Brokerage Services — Development and placement of the City's property & Casualty insurance programs- • Day to Day Support — Issuance of Certificates of Insurance,.-Automobile Identification Cards, processing of endorsements, answering coverage questions, review of insurance contract provisions,etal. • Loss Control — Coordination of loss control and inspection services, of which we are proud to be currently providing many of those services to the City- We will also coordinate any services and/or inspections m be provided by carrier partners. • Risk Analysis —We will analyze your loss data and develop strategies to reduce losscs,explore necessary coverages and contain costs. • Risk Financing—After analyzing losses,we will develop programs to maxixnize risk transfer after analyzing the benefits of risk retention. • Risk Transfer Analysis —Review agreements as requested by the City co ensure the City is transferring appropriate risk (ie indemnification agreements, waivers, j etc.). l � I • Actuarial Study - We do not provide actuarial services, though we will help - coordinate and provide analysis based upon the actuary's funding recommendations. I , • Building Appraisals — Coordination of building appraisal to ensure the City is compliance with GASH 34 and carries appropriate insurance. Use information to conduct catastrophic modeling to help City select appropriate limits and coverage. I ' License 40451271 28 Keenan S. CONTRACT FEES 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 far 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. We believe in full transparency and a fee based approached is liow we are compensated on almost our entire Property & Casualty- practice. Our proposed fee is included in Envelope 92 marked "Cost Proposal." Also, to demonstrate our commitment to transparency,we have included-out corporate disclosure policy below: Keet.an&Associates Disclosure Policy Keenan & Associates' mission has been to provide high-quality, innovative products and senriccs to meet the insurance and risk management needs of our clicsats for many years- Keenan often assists clients in developing joint powers authorities QPAs) or other purchasing coalitions to aggregate the needs of clients and reduce costs. In connection with such programs, Keenan provides numerous types of services, including administration, consulting, underwTiting, claims administration, safety inspections, eligibility assessments, financial processing and reporting. Keenan is compensated for these types of services pursuant to specific written agreements with the individual client or group. Keenan also offers consulting services to assist clients in reviewing their insurance options. When Keenan is asked to obtain proposals for insurance and/or reinsurance coverage, Keenan obtains quotations from appropriate insurers with.coverage for the types of risks involved. Keenan is typically compensated for its brokerage services through commissions paid by the insurers, the cost of which may be included as part of the insurance quotations and may impact the pricing that Keenan is able to obtain for its clients. in some cases, Keenan may also enter into written agreements with clients to provide insurance brokerage services for a fee, such that Keenan may receive compensation from the insurer and/or the insured. It is a long-standing practice in the insurance industry for insurers to establish additional compensation programs for brokers based on factors that are not specific to a particular client or placement of coverage. These arrangements are typically referred to as overrides, contingencies or indirect compensation (collectively, "Other Compensation"). Keenan may from time to rime enter into arrangements for Other Compensation based upon.: (i) technology investment and services provided by Keenan, (u) assistance with developing, marketing and/or distributing products offered by insurance carriers and product vendors, (iii) specialized expertise in niche markets that may assist insurers to properly assess market risks and to develop products, (v) efficiencies that may be achieved $.rough the collective License#D451271 29 ' Ke,6.n In administration of larger groups of business, and (v) aggregate volume, persistency or new -� business development. Keenan bclicves and seeks written assurances from insurers that any such Other Compensation does not adversely impact the pricing and coverage terms f that Keenan is able to obtain for its clients. ! Keenan embraces industry efforts for transparency and believes it is important that clients have access to information that may be relevant to their choice of insurance products and services,such as () the terms of coverage and services that are offered, CH) the cost of such insurance and services, Cin) the reported financial viability of insurers, and (v) compensation that may be directly or indirectly paid to Kcenaa in connection with the 11 products or services that are selected. Clients that bavc questions regarding any of these items or that desire additional information are encouraged to contact their Keenan account representative to discuss in more detail. ` ; 1 ' i }l ,..JI } J I _1 i _i I , I t � 1 License 7 0451271 30 Ke"nan I EXHIBITS Exhibit T Attachment B&Addendum 41 L-1-abit 11 Keenan License T.iccnse#0 45 12 71 31 ATTACHMENT"B" RFP 09-08 ;y PROFESSIONAL INSURANCE BROKERAGE SERVICES *NOTE: THIS FORM MUST BE COMPLETED AND INCLUDED WITH_YOUR PROPOSAL" SIGNATURE AUTHORIZATION i NAME OF PROPOSER/FIRM: r A. I hereby certify that I have the authority to offer this proposal to the City of Palm Springs I for the above listed individual or company. I certify that I have the authority to bind myself/this company' contract d I be successful in my proposal. I SIGNATURE 4, L/oyn! S EAY�"yS PRINT NAME 11 i � I B. The following information relates to the legal contractor listed above, whether an it individual Ora company. Place ched<marks as appropriate: 1. If successful,the contract language should refer to me/my company as: l _An individual; —A partnership, partners'names: _A company; _ A corporation 1 / 2. My tax identification number is: s � C32 Lei_ 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 nori-responsive. In the space provided below, please acknowledge receipt of each Addenda: Addendum(s) f/_.{. is/are hereby acknowledged. s_a762.c io w rt I ' PAIN( . U i may, �arrroR���' l REQUEST FOR PROPOSAL(RFP 09-08) FOR PROFESSIONAL.INSURANCE BROKERAGE SERVICES ' S ADDENDUM NO. 1 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITION$-TO THE SPECIFICATIONS AND INSTRUCTIONS ARE TO BE INCLUDED 1N THE ORIGINAL DRAWINGS AND SPECIFICATIONS. THIS ADDENDUM SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOGUMENM The City has received the following questions and Is hereby prnvlding answers II3 thereto: I f. RESPONSE TO QUESTION RECEIVED TO DATE: LI} Q 1: The Schedule of Insurance in Force shows no Excess Workers' / Compensation policy. Does one, in fact, exist? I know that the City's a self-insurer, but it would be unusual not to purchase excess cover. Al: The information regarding Excess Workers'Comperrsafran in addition to Earthquake/Flood and Volunteer Liability/Auto Coverage was inadvertently omitted on Schedule of insurance in Force contained wifhln the RFP#09-08 document. The complete Attachment A4 Schedule of •j Insurance in Force, Page 12 is attached for reference. i Q 2: Who is the City's current broker? For how long has the City had this broker relationship? A 2., The City has heretofore entered into an agreement with-Davis& Graeber Insurance Services for insurance brokerage and consultation services. Davis,& Graeber is the Citys current broker of record for all fines of insurance except Excess Workers'Compensation. The initial term of the agreement with Davis&Graeber was for a rive year term expiring June 30, 2007. The City entered into a separate one(1)year agreement with Davis& Graeber in August 2007 to enable the City to solicit new - proposals for brokerage services. The current agreement expires in August 2008. The City has a separate agreement with Keenan & Associates to be the Cifyrs broker of record for excess workers' compeasption insurance. This agreementis fora one (1)yeartemr expiring on June 30, 2008 I.I , .1 Q 3: Is your current broker(s)compensated on a fee, commissions. revenue share arrangement? A 3: The current broker is paid a flat annual fee for all services rendered under the contract. This fee is paid in quarterly installments Q 4* Vo you feel you receive adequate service for the current commissions or J fee afforded to your current broker? Do you feel the commission or fee is low in comparison to the services received? 1 A A: The City has been generally satisfied with the level of services currently provided by the cuffzW broker of record. The City has no way of f knowing without the benefit of conducting a competitive process whether the current fee paid is low orhigh in contrast to the level of services 1 received. Q 5: Kindly share with us the assumptions and findings upon which the City decided to proceed with this RFP? Was it a result of insurance coverage, service or pricing issues? A 5.• The City has a standard business practice of soliciting proposals for services every so menyyears. Since the current agreement for brokerage services has been in place for over five years now, the City finds it I prudent to solicit new proposals for brokerage services at this time. It should be noted that the Cff}rs decision to solicit proposals for brokerage services does not reflect a dissatisfaction with its current broker of record, its services or fees paid. Q 6: What is the City hoping to achieve through this RFP process? I t A. 6.• The City is hoping to use the RFP process to select the most qualified firm to provide the range of brokerage services the City is seeking for a term not to exceed 5 years. Although price is not the solo factor in selecting a broker, the City will measure the cost effectiveness of each proposal against the range of services being provided to determine which ( firm offers the best value. C j Q 7: What financial incentives does the district have in mind and on what basis? r A 7: The City doesa f understand the intent of this question and will not be providing a response. i Q 8:. What services does the City's current broker provide that the City values �- most? A 6. T ire current broker provides a range of services to the City each of which provides a high level of value_ These services include, but are not limited to. soliciting insurance proposals from qualified carriers,•anaWng insurance market trends and providing recommendations on coverages, f conduct on-site risk assessments of City facilities;provide on-going advice on safety and loss control matters,•assist the City In filing i I i insurance claims, and provide specific advice on indemnity and insurance provisions and other risk management issues. Q 9: Please estimate the number of hours of claims and loss control services You are currently receiving?Is this adequate? A 9: On average, the current broker spends approximately 25 hours per month managing the CiVs account. This includes attendance at a monthly safetymeating, managing various claims and providing on-going I� administration of the Cityrs insurance portfolio. Q 10;What speoifle factors or metrics will be used to evaluate the written 111 respondents and finalists? A 10: The speck factors to he used for the evaluation of proposals are i outlined in the RF'P document under Section M diled"Consultant Selectlon" Q 11: How will the decision be made if the City of Palm Springs dacldes to split j the program between brokers? I ' -A 11: Although H is the City's preference to have a single broker of record, if it is determined that having more than one broker is in the City's best interest the decision to split the insurance portfolio will be based on which firm i provides the best approach to the specffic type of insurance being procured. I - I BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Craig L.Gla de , C.P. . Procuremen Contracting Manager ( DATE: March 28, 2008 ADDENDUM ACKNOWLEDGMENT: ' Proposer Firm Name; Signature: 1 Dater 2$wg Acknowledgment of Receipt of Addendum t is required by signing and including.the acknowledgment with your proposal. Failure to acknowledge this Addendum may result in`your proposal being deemed non-responsive. 1 .` ATTACHMENT"A" CITY OF PALM SPRINGS SCHEDULE OF INSURANCE IN rORCE INSURANCE COVERAGES IN EFFECT- POLICY YEAR 2007,2008 �'e';.{�i"�.��o T!=;`= ` ' iv Jt: �,]j -'•>n,���,. g.ts_w +.ti•^1. � .�1;. ,�... a I,�,W`�.�e s� 1 '�0r .rw ��j .e .,�F ;.:� �`,xr�, ,.k �',� . bi"r, 1 cb :"�Y.�sl�' I :.':i"1`.y� •'.�. �v,r St._�r J" ��.," r>.,, r:;;.• :q>i..l., ��,^ga�c. � YoJ",. �1"' i.-e'at/lnr'J." �����R$.tlR � ' � 1' .+`�L�'i. ,i.P".itii, �y� �y�G �.i Flttctl(il�i`' ,:" %h�T,m��j... { Exaecs Comprehensive 1 Everest Natior;4 Ins Co General&Au o LIa l ty per 510.wo. D0 SIR:$4W '000 7/1C2007 7/1IzoDB 5191,760 $176,422 Spaniel Puhlic Entity i Farm/Employmarrt FraflDes i 2 Hartford Fire Ins,CO. Crime shield S1,g0D,WQ0!$10W,000 7/1r2DD7 7J1/2DD8 $3131% $3,532. S3WD,000 510,00D!$1,000 � 1 Bader&Machinery- incld in ell 3 Aff lated FM Ins Co. Property included in property limit lucid In all Risk Risk $10,000 Premium Pramlum 36, 180 2 13 Ian F . 4 Atfilfated FM Ins Co. M Risk Property Bldg/BPP m'uixi 7/1/2007 711/20W8 $$59,839 $35D,481 25W0 D00 oC DIC=vrs - Pallas Aare Squadron(1974 Cessna 182p,n47ps) 9100 In 5 Weslchaster Fire Ins BUPropertyJAR Risk Ground $76,000 Hull Coverage Motinnl$500 711/2007 71112005 $7,W9 $%1102 V &Flight Hull/Madlcal Llahllity: 55,000,000 Stored Payments Madloal:$1.D00 I Aco Property&Casualty sac j8 Ins. AlrportLiabl(ity SSO,000,DOD acc15500D 711J2UD7 7!1lzOQ8 $53,009, 353,D08 II+ a9gra8ata 17 Mult!Media Professional $5,DDD 111012007 11r912D08 W'= $8,7so LandrnarkAmerloan Uab111 $1,tlO 0M, $2M Densral Total Umit Nautilus Insurance $2M Pmds/Coni letsd ` 8 U10aga{"asttiahifRy $SDD 10/1612007 1i1118l2D08 $12,375 company $1 M each occa+rronce ! $100K Promises Damage T `e Sa"National Casualty Pam( =Workers' $25 Million Coverage Eeoh 1 i Corporation compensatien P=Idorlt. $1M $1 M 7/1=07 711=08 $271,709 575,037 Earthquake and Flood DIC S22,51VIE 0 ssaf$25M WA 11=12007 ilrJo2W06 N/A , Q Uo ds of Landon Layer 1 Excoes Prlmary 3541,407 $25KMadioal $1M i VIS-Valunteer Ina' Svc, Volunteer Liablity&Auto Personalea.Dcaurl3aM None 7/1/2DW7 711l2aDe $2,834 S3,3D0 1t (CIMACsmpanlas,lnc) LWgty(255valuntaers) AnnualA59. $WDK Auto CSL I i page 12 I I updated 2/27/2008 i I Q-� e.Iie,fiiFL�, ,11, i uvlU 114sl rr: 6 � i ,. .z�w-.md7+�i �"tavirLa�,.kn;.w m�`e •�-r�-4 KEENAN&AS$0 1ATES I 5xensea�B�,gvinTepu51n2Hsof�t: ,�"YMplp¢l.M CCIffa lOWb[ '. I.J Tire and Gnsurity IIreker•A�ent Wv AgML K"tend Ad nimtmtor Surplus Lines B[ol'r_r Variable Cony = !Jr_en5 Nunikcr. 0151271 gxp[ration Nalr: 10-31-20o9 �. l �' KEENAN&ASSOCIATES Po Box 4328 Torrance,CA 90510 -1 L1 IA, WOO �� 7 �I ,� KEEd1TAN &ASSOCLATES License N1mlber: U15Z2T1 L ParsuanP Ec the mquin onpb of the State of CaldomiaEnwmace Ggde,KEENAN L.ASSOCIATES i!;immed to anduct the bMn0'4S of Insurance to the rollowing capaui yr BEfecove Date E%pirmien DAEc Resident Insurance PrOduccr 12-12-197-1 10,31-2D09 4uolified As: MEAMDCASUAL7Y r, DtCER-ACENT 11-21-1M tt LIFE ACEW 1:r12.1972 L REGISTERED APMNSTRNTOK 02.2&1979 SIJRpL(I$tINFS.BROXER 1 t-25r1950 VAP A7YLCCONTRAC15 04-V-1973 USMAKA Names KEE?VANIiCALTHCrVjE lN5l71G1NCE s^ER,VCCFS r,•:•te�fe.•-•.,+"�, L I � F sttve poictmr,ksumflc'CommLa iwrnt C�4l F o it'As* - -- -3.-__ .#'^..'�'r'�v",n`iFC:I'x .man��`a`r r7 sey.'.'t+,,t- , rFa.:ru� �tee,"�-.,�:.-n..�T.�r;,,,__-_• �-�^_ i'a :^m'�=il?+..�„C:.:..�.,b:;:�a EXHIBIT A SCOPE OF SERVICES The following are the sere ces that will be performed on behalf of the City: ■ Brokerage Services Keenan shall perform the following Brokerage Services for the City's Property and Casualty program: o Program Review—Keenan shall review Clients ctinrent insurance progtam(s)and provide information and recommendations regarding insured and/or self-insured options,as requested by Client o insurance Needs_Assessment — Keenan shall work with client to determine Client's insurance needs_ o Insurance N—bilketing Plan — Keenan shall prepare and present to Client its plan for marketing Client to various carriers and/or Coverage providers. In furtherance of its plan, Keenan shall contact those markets that it has determined most likely to meet Client's needs, as made known to Keenan, but shall not necessarily contact every available market for the particular Coverage being sought. In so far as practical, Keenan shall honor Client's timely and reasonable requests to contact specific markets,but Keenan shall not be obligated to present Client to any carrier or Coverage provider which Keenan has determined would not be willing to quote Client's business or would not give a competitive quote. o Insurance Marketing Results — Keenan shall present to the client in summary format information concerning all markets and carriers approached. The summary shall include, as applicable: name of carrier and Coverage providers approached, limits, premium, and deductible. The summary shall also include the names of any catriets or Coverage providers who declined to provide a quote. o Review of T.11, ante (] tg inns— Keenan shall present along with the Marketing Results a comparison summary highlighting the significant terms and/or differences among the various Coverages quoted. This summary is provided for Client's convenience only. It is Client's responsibility to ask questions and to request any additional 'information that it deems necessary for it to make an informed decision regarding its insurance or self-insurance program. o Obtain. Cose — Once the Client has made its decision, Keenan shall take all steps necessary to communicate Client's decision to the carrier selected and to have the carrier or oilier Coverage provider bind Coverage on behalf of the Client o Imolementati m — Keenan shall assist Chent in the preparation and distribution of materials relating to the implementation of it3 insurance program(s). o (7��ginp Service — Keenan shall act as a liaison between the Client and its insurance cattier or coverage provider. • -Day to flay Support — Issuance of Certificates of Insurance, Automobile Identification Cards, processing of endorscments, assisting with coverage questions,review of insurance contract provisions,etal. • Risk Analysis—We will analyze your loss data and develop strategies to reduce losses, explore necessary coverages and contain costs. • Risk Financing—After analyzing losses,we will develop programs to nia3d n+ze risk transfer after analyzing the benefits of risk retention. + Risk Transfer Analysis—Review documents as requested by the City to ensure the City is transferring appropriate risk (ic indcmnification agreements, waivers, etc.). This review is provided from a risk management perspective only and is not intended to substitute for the advice of counsel with respect to the legal rights or obligations of the City or any other individual or entity. • Actuarial Study - We do not provide actuarial services, though we will help coordinate and provide analysis based upon the actuary's funding l recommendations. 4 • Building Appraisals —Coordination of building appraisal to ensure the City is compliance with GASB 34 and carries appropriate insurance. Use information to conduct catastrophic modeling to help City select appropriate limits and coverage. • Loss Control —In addition to the coordination of any services and/or inspections to be provided by carrier partners, our Loss Control services as pare of our Brokerage fee will consist of Office Products Purchasioe Guide: • Keenan & Associates will provide to the City a copy of an Office Products Purchasing Guide_ This is intended to assist the City with the selection and use of various office products such as chairs, desks and other common office equipment as an aid to the City's ergonomic efforts. Safety Bulletins • Keenan & Associates will provide monthly bulletins to City for distribution to city employees on various topics of interest such as but not limited to: o AFricanized Honey Bees 0 15 Passenger van restrictions o Anthrax o Battery Safety Precautions o Cal -OSHA fines o Cal-OSfIA Serious Injury Notification o Eye Injuries o Catpal Tunnel Syndrome o And others from a fist of 43 currently developed topics. i Revised- 3123107 EXHIBIT "D" SCHEDULE OF COMPENSATION City of palm Springs Compensation Schedule PROFESSIONAL SERVICES Year 1 Year 2 Year 3 Year A Year 5 $ $ $ $ $ Broker Services, Total Annual Fee 60,000 60,000 60,000 60,000 60,000 Services shall be provided on a fixed annual fee basis. This fee is the base fee for services and assumes that the Consult mt will not be entitled to any commissions for any coverage procured on behalf of the City. In the event that a particular iinsurancc company whose coverage is most advantageous to the City will not write coverage net of commission, commissions received for these coverages shall be disclosed and credited against the fees. ,24]62.1 Revised: 3/23/07 L'MIIAIT "E" SCHEDULE OF PERFORMANCE The broker will be appointed as the City's Broker 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 City's sole discretion. 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. NOTE: For the initial contract period and insurance renewals to be effective July 1, 2008, Consultant agrees to provide all necessary materials, data, quotations, and any other information required by the City on or before Friday, June 6, 2008 so that the City Council may take action on June 18, 2008 in order for all policy renewals to be in effect on July 1st. ,U47R] _ _......_ CITY �OF PALM SPRINGS BUSINESS LICENSE 3200 E TAIIQUITZ CANYON WAY, PALM SN',RIN43S, CA 92262 (760)323-8289 PLEASE NOTE T14AT°IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATT Tp-RS LICENSE ANNUALLY. � I BUSINESSNE114'[BEk2: 20011387 EXPIRATION TAXiADMIMFEE CERTNO BV=SS TYPE: TNSUkkNCL BROI,.I:RAGE 05?31/2009 17.06 M,14A �- A�fE DC Ol ti1P1Z NAME: DAVti I.SDI OSr31F?17 3 LO@ 1 3644 1} I'�"LiEN N'6ER BUSINESS NAME: KEEBti"AN&ASSOCIATES BUSINESS. DDRE,%. 2a55 CRE'NSHAW BLVD SUITE200 Tr�RlwarlcE,�:nw OuSa 1 KEENAN &.AS)S0CLATE5 I'SNUANC'E Or THIS LICENSE DOF-5 NOT E 1TII.L• 2355 CRENSIIAW 'BLVD TIM I.ICLNSEI:TO OMRATE OR 7,1ATNTI',1 N A SUITE 200, MJS-I.Mr S,;IN VIOLATION OF ANV OT11M LANA y TORRAN TCE CA 90501 OR ©RDIN,INCr. THIS IS NOT an ENDOWSEMENr r Of TAE ACTR=NOR OF TILE AFPLIC.LNT'S N Q11,1.1,IFI'C,17C[l7?�5_ N NIUST BE POSTED IN A CCY'SWCUOUS PI SCE N . M M b I