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AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND
GALLAGHER BENEFIT SERVICES, INC.
This Agreement for Services (“Agreement”) is entered into as of this 1 st day of August, 2026)(“Effective Date”) by and between the City of Cathedral City, a municipal corporation (“City”), organized under the laws of the State of California, with its principal place of business at 68700 Avenida Lalo Guerrero, Cathedral City, California, 92234 and Gallagher Benefit Services, a Corporation, with its principal place of business at 2121 N.
California Boulevard, Suite 350, Walnut Creek, CA 94596 (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”
RECITALS
A. City has sought, by request for proposals, the performance of the services defined and described particularly in Section 2 of this Agreement.
B. Contractor, following submission of a proposal, for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services.
C. Contractor represents that it is experienced in providing classification and compensation study services to public clients, is licensed in the State of California , and is familiar with the plans of City.
D. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
The Term of this Agreement is 18 months, commencing on the August 1, 2026 unless earlier terminated as provided in Section 20 “Termination of Agreement”.
Contractor shall complete the Services within the Term of this Agreement and shall meet any other established schedules and deadlines.
SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
Contractor agrees to perform the services set forth in Exhibit “A” “Scope of - 2 -
Services” (hereinafter, the “Services”) and made a part of this Agreement by this reference. The Services shall be completed pursuant to the schedule specified in Exhibit “A.” Should the Services not be completed pursuant to that schedule, the Contractor shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Contractor to continue performing the Services.
SECTION 3. ADDITIONAL SERVICES.
Contractor shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized by City in advance and in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in Exhibit “B” “Compensation” and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed two hundre d thousand dollars ($200,000), unless additional compensation is approved in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. (b) Each month Contractor shall furnish to the City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a) and Exhibit “B” include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will use its best efforts to cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice. (d) Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor. - 3 -
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Contractor’s work under this Agreement, either during performance or when completed. City shall reject or accept Contractor’s work within thirty (30) days after the work is submitted to City by Contractor.
City shall reject work within the time designated above and include y a written explanation as to why the work was rejected . City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud.
Acceptance of any of Contractor’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 “Indemnification” and Section 17 “Insurance.”
SECTION 6. OWNERSHIP OF DOCUMENTS AND MATERIALS; EXCEPTIONS; WARRANTY.
(a) Documents and Data . All specifications, original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement (“documents and materials”) shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such documents and materials.
Notwithstanding th e foregoing, Contractor may retain copies of its work product for archival purposes or to defend its work product, and in accordance with legal disaster recovery and records retention requirements, store such copies and derivative works in an archival format (e.g., tape backups).
(b) If and to the extent that City utilizes for any purpose not related to this Agreement any documents and materials pursuant to this Agreement, Contractor’s guarantees and warranties in Section 9 “Standard of Performance” of this Agr eement shall not extend to such use of the documents and materials. (c) All final work product developed by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such final work product if paid for by the City. This provision specifically excludes Contractors’ work notes and drafts, which are owned by Contractor, not City.
(d) Contractor warrants that all work product submitted to City pursuant to this Agreement constitutes original work except as otherwise provided in this paragraph .
Specifically, Contractor understands and agrees that use of artificial intelligence (AI) tools including, without limitation, ChatGPT, Microsoft’s Bing Chat, Google’s Bard, and Meta’s LLAMA (Large Language Model Meta AI), in the performance of this Agreement does not constitute an original work, i.e., submitting work product generated by such AI tools to City and representing it as Contractor’s original work constitutes a material breach of this Agreement, constitutes a false claim, and may also violate applicable intellectual property right laws including, without limitation, United States Copyright Law. Accordingly, and notwithstanding any other provision of this Agreement as to ownership, City specifically - 4 -
rejects ownership of work product violating this paragraph. Notwithstanding the foregoing, Contractor’s use of AI tool for the purpose of performing research and searches, drafting basic letters and routine communications, and initial outlining of the work product, shall not be considered to be a violation of this paragraph.
SECTION 7. CONTRACTOR'S BOOKS AND RECORDS.
(a) Contractor shall maintain any and all documents and records demonstrating or relating to Contractor’s performance of the Services. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to the Services, including expenditu res and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. In accordance with California Government Code Section 8546.7, if the total compensation in Section 4 exceeds ten thousand dollars ($10,000.00), this Agreement and the Contractor's books and records related to this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.
(b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Contractor’s business, City may, by written reque st, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors -in-interest and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise.
(b) The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Contractor or any of Contractor’s personnel. - 5 -
Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s personnel are in any manner officials, officers, or employees of City. (c) Neither Contractor, nor any of Contractor’s personnel shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor, its officers, employees, agents or subcontractors, may have to any such rights. Contractor, its officers, employees, agents, and/or subcontractors are not considered employees of City. City shall not be deemed a “joint employer” under the National Labor Relations Board or any other overseeing state-level agency with respect to employment of persons. Further, both Contractor and City shall be deemed independent contractors in the performance and consumption of Services hereunder.
SECTION 9. STANDARD OF PERFORMANCE.
(a) Contractor represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Contractor shall employ, at a minimum, generally accepted standards and prac tices utilized by persons engaged in providing services similar to the Services required of Contractor under this Agreement. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Work” that shall also be applicable to Contractor’s work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. (b) Contractor warrants that (1) it has thoroughly investigated and considered the work to be performed, (2) it has investigated the issues, regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it understands, to the best of its knowledge, the facilities, difficulties and restrictions attending performance of the work under this Agreement. (c) Contractor shall perform, at its own cost a nd expense and without reimbursement from the City, any services necessary to correct material errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Contractor shall at all times enforce strict discipline and good order among its employees. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the Services, or any employee who fails or refuses to perform the Services in a manner a cceptable to the City, shall be promptly removed from the Services to be performed by the Contractor and shall not be re - employed on the Services.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.
Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the Term of this Agreement. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement and such licenses, permits and approvals shall be maintained throughout the Term of this - 6 -
Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this section.
SECTION 11. PREVAILING WAGE LAWS
Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects.
It is the understanding of City and Contractor that the Prevailing Wage Laws may not apply to this Agreement because the Agreement does not involve any services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, “construction” includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Contractor shall not discriminate, in any way, against any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status in connection with or related to the performance of this Agreement.
SECTION 13. UNAUTHORIZED ALIENS.
Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.
SECTION 14. CONFLICTS OF INTEREST.
(a) Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor’s performance of the Services. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Contractor - 7 -
agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Contractor is, as of the date of execution of this Agreement, independently involved in the performance of non -related services for other governmental agencies and private parties. Contractor is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (c) City understands and acknowledges that Contractor will perform non - related services for other governmental agencies and private Parties following the completion of the Se rvices under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. (d) City may determine that Contractor must disclose its financial interests by completing and filing a Fair Political Practices C ommission Form 700, Statement of Economic Interests. If such a determination is made, Contractor shall file the subject Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the Office of the City Clerk within ten (10) days of the request.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. Contractor sha ll not use City’s name or insignia, photographs, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. (b) Contractor, its officers , employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of the City, voluntarily provide declarations, letters of support, testimony at depositions, response to in terrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena.
Contractor shall promptl y notify City should Contractor, its officers, employees, agents or subcontractors, be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and - 8 -
the work performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Contractor shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law or for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Contractor’s services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees, volunteers and agents (“Indemnified Parties”) from and against any and all liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs, and expert witness fees) that arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any gross negligent act or willful misconduct of Contractor, or by any individual or entity for which Contractor is legally liable , including but not limited to officers, agents, employees or subcontractors of Contractor, in the perfor mance of professional services under this Agreement.
Notwithstanding the foregoing, to the extent that the Contractor’s services are subject to California Civil Code Section 2782.8, the above indemnity, including the cost to defend, shall be limited to the extent required by Civil Code Section 2782.8. (b) [intentionally deleted].
(c) Indemnification from Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Contractor fails to obtain such indemnity obligations from others as required herein, Contractor agrees to be fully responsible according to the - 9 -
terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Contractor and shall survive the termination of this Agreement or this section.
(d) City’s Negligence . The provisions of this section do not apply to claims occurring as a result of City’s sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents.
SECTION 17. INSURANCE.
Contractor agrees to obtain and maintain in full force and effect during the Term of this Agreement the insurance policies set forth in Exhibit “C” “Insurance” and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager.
SECTION 18. ASSIGNMENT.
The expertise and experience of Contractor are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Contractor under this Agreement. In recognition of that interest, Contractor shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Contractor’s duties or obligations under this Agreement without the prior written consent of the City.
Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 “Termination of Agreement.” City acknowledges, however, that Contractor, in the performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the Services. Contractor shall notify City within a reasonable amount of time of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance. If City does not agree to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause.
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement , with or without cause, at any time by giving thirty (30) days written notice of termination to Contractor. In the event such notice is given, Contractor shall cease immediately all work in progress. - 10 -
(b) If either Contractor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Contractor, or City may terminate this Agreement immediately upon written notice. (c) Upon termination of this Agreement by either Contractor or City, all property belonging exclusively to City which is in Contractor’s possession shall be returned to City.
Contractor shall furnish to City a final invoice for work performed and expenses incurred by Contractor, prepared as set forth in Section 4 “Compensation and Method of Payment” of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 “Compensation and Method of Payment” of this Agreement.
SECTION 21. DEFAULT.
In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City will give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended if circumstances warrant, however, the timeframe may also be shortened if the default results in a safety issue or imminent threat to City employees or the public in the sole discretion of the City. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 “Termination of Agreement.” Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement SECTION 22. EXCUSABLE DELAYS.
Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.
SECTION 23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Contractor in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.
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SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in writing and shall be p ersonally delivered, or sent by certified mail, postage prepaid and return receipt requested, addressed as follows:
To City: City of Cathedral City
Attn: Asusena (Suzie) Soren
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Email: [email protected]
To Contractor: Gallagher Benefit Services, Inc.
2121 N. California Boulevard, Suite 350
Walnut Creek, CA 94596
ATTN: Georg S. Krammer, Managing Director
Email: [email protected]
Notice may also be sent by email. Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. If sent by email, notice shall be deemed effective on the date sent. Notice sent by email must be confirmed within forty -eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as text messages and instant messages are not acceptable manners of notice required hereunder.
SECTION 25. AUTHORITY TO EXECUTE.
Each of the signatories hereto represents and warrants that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign. Each Party hereto agrees to defend, indemnify, and hold harmless the other Parties hereto against all claims, suits, actions, and demands, including necessary expenses of investigation and reasonable attorneys' fees and costs, arising out of claims that its signatory was not competent or so authorized to execute this Agreement.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 “Amendment” and the City Manager’s contracting authority under the City of Cathedral City Municipal Code and its adopted policies and procedures.
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
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SECTION 28. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if it does not exceed the amount that may be approved administratively pursuant to the City Municipal Code. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. The City Manager may, but is not required to, make minor amendments not affecting substantive terms without further authorization from the City Council. The City Council hereby authorizes the City Manager to execute any such amendments as required by this Agreement or that do not otherwise reduce City’s rights under this Agreement. All other amendments shall be approved by the City Council.
SECTION 29. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreeme nt. Acceptance by City of any work by Contractor shall not constitute a waiver of any of the provisions of this Agreement.
SECTION 30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the State of C alifornia. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.
SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.
SECTION 32. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, fi nal and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.
SECTION 33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by - 13 -
any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
SECTION 34. ELECTRONIC SIGNATURE
The Parties agree that, in accordance with the City’s Electronic Signature Use Policy, adopted on August 10, 2023, and as amended thereafter, the Parties may use electronic signatures to execute this Ag reement. Any use of electronic signatures to execute this Agreement shall comply with the City’s Electronic Signature Use Policy, and such signatures shall have the same force and effect as if this Agreement were executed by hand. Contractor acknowledges that it has had an opportunity to request and review the City’s Electronic Signature Use Policy, and Contractor agrees to comply with the Electronic Signature Use Policy. Contractor agrees to indemnify, defend, and hold the City harmless from any claim, da mage, or liability associated with transmitting an electronic signature or an electronically signed record by electronic transmission.
SECTION 35. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control.
SECTION 36. DATA PROTECTION.
a) Contractor shall protect, using secure means and technology that is commercially available, City-provided data or consumer -provided data acquired in the course and scope of this Agreement, including but not limited to customer lists and customer credit card or consumer data, (collectively, the “City Data”). Contractor shall notify Cit y in writing as soon as reasonably feasible , of Contractor’s discovery or reasonable belief of any unauthorized access of City Data (a “Data Breach”), or of any incident affecting, or potentially affecting City Data related to cyber security (a “Security Incident”), including, but not limited to, denial of service attack, and system outage, instability or degradation due to computer malware or virus. Contractor shall begin remediation as soon as reasonably feasible. Contractor shall provide daily updates, or more frequently if requested by City, regarding findings and actions performed by Contractor until the Data Breach or Security Incident has been effectively resolved to City’s reasonable satisfaction. Contractor shall conduct an investigation of the Data Breach or Security Incident and shall share the report of the investigation with City. At City’s sole discretion, City and its authorized agents shall have the right to participate in the investigation . Contractor shall cooperate fully with City, its agents and law enforcement.
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SECTION 37. LIMITATION OF LIABILITY
Cap on Liability. The sole liability of Contractor and any of its affiliates (whether in contract, tort, negligence, strict liability in tort, by statute or otherwise) for any and all claims in any manner related to this Agreement, including the Deliverables or Services, will be the payment of direct damages, not to exceed (in the aggregate) the fees received by Contractor within the previous twelve (12) months of the alleged incident with respect to the services or deliverables involved under the applicable SOW.
Disclaimer of Indirect Damages. In no event will either Party be liable for any consequential, incidental, indirect, special or punitive damage, loss or expenses (including, but not limited to, business interruption, reputational damages, lost business, lost profits or lost savings) even if it has been advised of their possible existence.
Limitation of Actions. No claim or cause of action, regardless of form (tort, contract, statutory, or otherwise), arising out of, relating to or in any way connected with this Agreement or any Services provided hereunder may be brought by either Party any later than two (2) years after the accrual of such claim or cause of action.
SECTION 39. SAM.GOV CHECK.
This Agreement is governed by 2 CFR 200 Appendix II (H) of the Contract Provisions for Non -Federal Contracts Under Federal Awards: “Debarment and Suspension (Executive Orders 12 549 and 12689) —A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exc lusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.”
Failure to maintain consistent assignment of Designated Personnel approved for access to City facilities may be deemed a material breach of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.
[SIGNATURES ON FOLLOWING PAGE]
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CITY OF CATHEDRAL CITY
Andrew Firestine
City Manager
ATTEST:
Christina Burton
City Clerk
APPROVED AS TO FORM
Eric S. Vail
City Attorney
[CONTRACTOR NAME]
Georg S. Krammer
Managing Director
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EXHIBIT "A"
SCOPE OF SERVICES
Consultant will conduct an extensive, thorough review and have a clear understanding of all substantive materials consisting of policies and procedures, existing classifications and descriptions, organizational charts, memoranda of understanding, budgets, salary schedules, and other pertinent information. Working collaboratively with the City and its stakeholders, orientation and briefing sessions will be conducted to educate and explain the scope of the study and establish reasonable expectations and goals as a result thereof. The Consultant will effectively maintain control and objectivity while conducting conferences with all levels of management and staff, bargaining units and other stakeholders to receive and discuss specific concerns to the development of classification and compensation re commendations and the establishment of study plans and timetables.
Effective ongoing communication throughout the duration of the project will be provided by the Consultant while developing a classification and compensation structure that is non-discriminatory, meets all legal requirements (FLSA; ADA compliant), operational needs, and allows for organizational change and growth. At a minimum, a bi -weekly update report will be provided to the Human Resources Manager on the status and progress of the study. The consultant will provide training and documentation for staff consisting of the analysis and methodologies from the study that will be integrated, maintained, and administered by the City with continued support from the Consultant to defend any recommended changes after initial implementation.
The City expects the consultant to complete both phase 1 and phase 2 for safety labor units (CCPOA, CCPMA, CCFA) prior to other labor units. Once deliverables of phase 1 and 2 for safety labor units ha ve been presented to Human Resources (HR) Manager, the consultant can begin phase 1 and 2 for the remaining labor unit and non-represented staff.
Phase I: Classification Objectives
The Classification phase of the study will encompass a full review and ana lysis of the City’s classification system and each position’s description and structure. The review will consist of:
Comprehensive job analysis (desk/job Audits) and evaluation; Review of existing relevant documentation;
Interviews with Management and Bargaining Units in the development of questionnaires;
Completion of a comprehensive questionnaire by all employees; Interviews with employees in a single position classification and a representative sample of employees in multiple position classifications; Analysis of each position’s duties and responsibilities; and A-
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Analysis of existing positions and working situations. Where appropriate and applicable, the consultant will recommend each position to an appropriate job title and classification, or if warranted, a job title change and reclassification as an exempt or non-exempt designation pursuant to the Fair Labor Standards Act (FLSA). The new classification structure will create new, eliminate outdated, and consolidate other classifications assigned to similar functional areas and job families while fostering growth and flexibility in providing adequate career paths/ladders and job families.
The classification specifications will include, but not be limited to, the following items:
Definition of the job classification;
A complete description of the essential job functions; Requirements of education, experience, knowledge, skills and abilities; Supervision exercised and received with definition of lead or supervisory roles; Working environment and/or conditions;
Licenses, certifications, driving requirements and physical requirements in compliance with the Americans with Disabilities Act (ADA); and Appropriate exempt and non-exempt designation under the Fair Labor Standards Act (FLSA).
The new classification system will ensure a unified philosophy and standardization across all classifications that will be clearly understood by all levels of personnel. The consultant will ensure that sufficient documentation is provided to designated HR staff throughout the study, on all classification concepts and distinguishing characteristics, as well as the delivery of the final reports and recommendations to guide the City in implementing, managing, and maintaining the classification system. The final product of Phase I will result in new, revised, or reviewed job descriptions for each job classification to be presented to the HR Manager in an approved standardized Microsoft Word format.
Phase II: Compensation Objectives
Consulting with designated HR staff, the Consultant will identify the survey labor market with comparator municipalities, special districts, and benchmark classifications to provide an accurate assessment of how the City’s benefit and compensation plan compares. The compensation phase of the study will consist of collecting accurate salary and benefit data to include not only job titles, but also duties and responsibilities based upon the classification specifications from the City and will ensure that the information is analyzed in a manner that is clear and comprehensible to the City’s Stakeholders. The Consultant’s assessment and evaluation will provide a comprehensive analysis for implementation, ongoing changes and recommendations for adjustments that will enrich the attraction and retention of qualified individuals, as well as enhance opportunities for growth and professional development.
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The Consultant will complete an internal salary relationship analysis, including the development of appropriate internal relationship guidelines and develop external competitive and internal equitable salary recommendations for each classification included within the study. A salary range will be assigned to each classification that reflects the results of the market survey and the analysis of internal relationships. A thorough analyzation will be conducted of the scope, level of duties and responsibilities, requirements for successful work performance, and other factors for survey classes according to generally accepted compensation practices. The Consultant will analyze the financial impact of pay equity issues and compa ction, develop solutions to such issues, and create a market adjustment implementation strategy supportive of the City’s goals, objectives, and budget considerations.
The City wishes to include indirect compensation as part of the total compensation package presented to all City employees. The consultant will evaluate benefit offerings in the comparative labor markets and make recommendations for better alignment and/or different benefit offerings as indicated by the analysis and best practices. As a result, the indirect compensation benefits will be calculated and provided as an extra component of the base salary. Benefits to survey will include, but not be limited to:
Retirement
Defined benefit and defined contribution plans
Formulas
Final compensation
Cost-sharing arrangements, etc.
Retiree
Medical
Dental, Vision
Active employees
Medical
Dental
Vision
Drug prescription programs
Cost-sharing arrangements for each type of benefit, coinsurance, copayments, deductibles, out-of-pocket and lifetime maximums Life Insurance and AD&D
Supplemental Long and Short Term Disability
EAP, Flexible Spending Accounts, HRA’s, etc.
Paid Leave entitlements
Vacation
Holidays
Personal
Sick
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Administrative
Alternative Work Schedules
Cash in Lieu
Wellness Program
Auto allowance
Compensation or extra incentive pay for certifications and for which classifications Tuition reimbursement and Training and development
Any additional benefits such as laptops, cell phones, etc.
The consultant will create and submit to the HR Manager a comprehensive final report summarizing the compensation study approach and methodology, analytical tools, findings, and recommended compensation structure. For our recommendations to be implemented and maintained in a competent and fair manner, the consultant will provide sufficient documentation and discourse throughout the study. In collaboration with HR, the consultant will meet and confer with the Bargaining Units to explain any variances (+/- ) to the current salary schedule and will present a final Classification and Compensation Report to the City Manager and/or City Council.
Maintenance Program
At the City’s discretion, the Consultant may be asked to develop and recommend a classification maintenance program to review, analyze and evaluate (including pay grade recommendation), new or revised job descriptions on an annual basis. The Consultant will provide the costs for this service to be considered by the City.
EXHIBIT "B"
COMPENSATION
City will pay Contractor two hundred thousand ($200,000) dollars, following the below table.
Our cost proposal does not include time to support the City during any labor negotiations that may follow this study. If we are needed for this work, our composite hourly rate will apply, and we will charge on a time-and-materials basis.
**Should the City wish to add comparator agencies, the additional cost would be $7,500 per comparator, assuming up to 58 benchmarks would be surveyed in each.
Our study costs are derived directly from estimating the number of hours required to perform the work and the level of the consultant charged with performing it. Gallagher typically bills monthly up to the maximum of each deliverable. Please note that, as phases sometimes run concurrently, a phase may not be completed at the time it is billed. All expenses are included in this quote.
Should the City wish to have additional on -site presentation days or meetings, the estimated cost would be $4,000 per day. Any change to the scope of the assignm ent (beyond what is described above), as well as other work requested beyond this assignment, will be billed based on our hourly rates unless we mutually agree on a fixed fee for the additional work.
EXHIBIT "C"
INSURANCE
A. Contractor shall at all times during the term of this Agreement and for a period of four (4) years thereafter, obtain and maintain in force the following minimum insurance coverages and limits at its own expense:
B. Commercial General Liability (CGL) insurance covering claims for bodily injury, death, personal injury, or property damage occurring or arising out of the performance of this Agreement, including coverage for premises, products, completed operations, employer’s liability, and all hired and non -owned automobiles, with limit with limits of maximum $2,000,000 per occurrence and $4,000,00 in the aggregate; C. Workers Compensation insurance with statutory limits, as required by the province in which the work take s place. Insurer will be licensed to do business in the province in which the work takes place;
D. Errors & Omissions Liability insurance, including extended reporting conditions of two (2) years with limits of maximum $5,000,000 per claim, or $10,000,000 in the aggregate; E. Cyber Liability and Network Security & Privacy Liability insurance, including extended reporting conditions of four (4) years with limits of maximum $2,000,000 per claim and in the aggregate, inclusive of defense cost; and
F. Crime insurance covering third -party crime and employee dishonesty with limits of maximum $1,000,000 per claim and in the aggregate.
G. Any cancelled or non -renewed policy will be replaced with no coverage gap, and a Certificate of Insurance evidencing the coverag es set forth in this section shall be promptly provided to City.