24438.00000\40648654.1
1 CITY OF SAN JACINTO
SHORT-FORM SERVICES AGREEMENT
1. Parties and Date. This Agreement is made and entered into this 12th day of February, 2026, by and between the City of San Jacinto, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 595 South San Jacinto Avenue, San Jacinto, California 92583 (“City”) and Gallagher Benefit Services, Inc., a corporation organized under the laws of the State of Delaware, with its principal place of business at 2850 Golf Road, Rolling Meadows, IL 60008 ("Vendor"). City and Vendor are sometimes individually referred to herein as "Party" and collectively as "Parties."
2. Terms and Conditions. The Parties shall comply with the Terms and Conditions attached hereto as Exhibit “A” and incorporated herein by this reference.
3. Scope of Services; Schedule. Vendor shall be solely responsible for providing all materials, labor, tools, equipment, water, light, power, transportation, and superintendence of every nature and all other services and all facilities necessary to execute, complete, and deliver the services as particularly described in the Scope of Services (“Services”) attached hereto as Exhibit “B” and incorporated herein by this reference. The Services shall be completed timely and in accordance with the Schedule of Services set forth in Exhibit “B”.
4. Term. The term of this Agreement shall be from February 12, 2026, to August 13, 2026, unless earlier terminated as provided herein.
5. Compensation. Vendor shall receive compensation for Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by this reference. The total compensation shall not exceed Sixty Thousand Dollars and Zero Cents ($60,000.00) (“Agreement Price”). Vendor’s invoices shall include a detailed description of the Services performed. Invoices shall be submitted to City on a monthly basis. City shall review and pay all non-disputed and approved charges on such invoices in a timely manner. Vendor shall submit its final invoice to City within thirty (30) days from the last date of Services performed and failure to do so shall result in a waiver of payment from City.
6. Insurance. In accordance with Section 3 of the Terms and Conditions, Vendor shall, at its expense, procure and maintain for the duration of the Agreement such insurance policies as checked below and provide proof of such insurance policies in a form satisfactory to City.
Commercial General Liability Insurance:
$2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage
Automobile Liability:
$1,000,000 per occurrence for bodily injury and property damage.
Workers’ Compensation:
Statutory Limits / Employer’s Liability $1,000,000 per occurrence Professional Liability (Errors and Omissions):
Errors & Omissions liability insurance $1,000,000 per claim and in the aggregate. 24438.00000\40648654.1
2 SIGNATURE PAGE TO SHORT FORM SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF SAN JACINTO AND
Gallagher Benefit Services, Inc.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
CITY OF SAN JACINTO
APPROVED BY:
Robert Johnson
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
Gallagher Benefit Services, Inc., a
corporation organized under the laws of
the State of Delaware
Signature
Georg Krammer
Managing Director
24438.00000\40648654.1
Ex. A-1
EXHIBIT A
TERMS AND CONDITIONS FOR SERVICES
1. Compliance with Law. Vendor shall comply with all applicable laws and regulations of the federal, state and local government. Vendor certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. By its signature hereunder, Vendor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake selfinsurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. Vendor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment in violation of state or federal law. Vendor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the work is being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000, Vendor agrees to fully comply with such Prevailing Wage Laws, including, along with subcontractors, being registered with the Department of Industrial Relations (Labor Code §§ 1725.1; 1771.1). It shall be mandatory upon the Vendor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code §§ 1771; 1774; 1775), employment of apprentices (Labor Code § 1777.5), certified payroll records (Labor Code §§ 1771.4; 1776), hours of labor (Labor Code §§ 1813; 1815) and debarment of contractors and subcontractors (Labor Code § 1777.1). This Agreement may be subject to compliance monitoring and enforcement.
2. Standard of Care. The Vendor shall perform the Services in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession practicing under similar conditions.
3. Insurance. If required by Section 6 of this Agreement, the Vendor shall take out and maintain during this Agreement: A. Commercial General Liability Insurance for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 0001); B. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, at least as broad as Insurance Services Office Form Number CA 0001 (ed. 10/13) covering automobile liability, Code 1 (any auto); C. Workers’ Compensation; D.
Professional Liability (Errors and Omissions) coverage for a term acceptable to the City. Insurance carriers shall be licensed and authorized to do business in California. Such insurance carrier shall have not less than an "A:VI" rating according to the latest Best Key Rating unless otherwise approved by City. Vendor shall add City, its officers, officials, employees, agents, and volunteers as additional insureds on Vendor’s Commercial General Liability. Commercial General Liability coverage provided by Vendor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. All required insurance coverages, except for the professional and cyber liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Vendor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Vendor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
4. Indemnification and Limitation of Liability. To the fullest extent permitted by law, Vendor shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all third-party claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death (collectively, “Claims”), in any manner arising out of, pertaining to, or incident to any negligent acts, errors or omissions, or willful misconduct of Vendor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Vendor’s Services, the project, or this Agreement, including without limitation the payment of all expert witness fees, attorney’s fees and other related costs and expenses except such loss or damage which is caused by the sole negligence or willful misconduct of the City. Vendor’s obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Vendor or the City, its officials, officers, employees, agents, or volunteers. If Vendor’s obligation to defend, indemnify, and/or hold harmless arises out of Vendor’s performance as a “design professional” (as that term is defined under Civil Code § 2782.8), then, and only to the extent required by Civil Code § 2782.8, which is fully incorporated herein, Vendor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Vendor, and, upon Vendor obtaining a final adjudication by a court of competent jurisdiction, Vendor’s liability for such claim, including the cost to defend, shall not exceed the Vendor’s proportionate percentage of fault. Vendor’s liability to the City and any other party for any losses, injury or damages to persons or properties or work performed arising out of in connection with this Agreement and for any other claim, whether the claim arises in contract, tort, statute or otherwise, shall be limited to two times (2x) the amount of the total fees due to Vendor from City for the particular Services giving rise to the claim. NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS AGREEMENT, VENDOR SHALL NOT BE
LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, LOST
PROFITS, OR PUNITIVE DAMAGES SUSTAINED OR INCURRED IN
CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT SUCH
DAMAGES ARE FORESEEABLE.
5. Laws; Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Riverside, State of California.
6. Termination. The City may terminate the whole or any part of this Agreement for any or no reason by giving thirty (30) calendar days written notice to Vendor. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for the work. The City shall pay Vendor the reasonable value as determined by City of any portion of the Services completed prior to termination. The City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Vendor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of the Services. Vendor may terminate its obligation to provide further work under this Agreement upon thirty (30) calendar days written notice to City only in the event of City’s failure to perform in accordance with the terms of this Agreement through no fault of Vendor.
7. Changes. By written notice, City may from time to time, make changes to the Services furnished to City by Vendor. If such change causes an increase or decrease in the Agreement Price or in the time required for performance, Vendor or City shall promptly notify the other party thereof and assert its claim for adjustment within fifteen (15) days after the change is ordered, and an equitable adjustment shall be made.
However, nothing in this clause shall excuse the Vendor from proceeding immediately with the Agreement as changed.
8. Force Majeure. The respective duties and obligations of the Parties hereunder shall be suspended while and so long as performance hereto is prevented or impeded by a Force Majeure Event. The Vendor will not receive an adjustment to the contract price or any other compensation.
A Force Majeure Event shall mean an event that materially affects a party’s performance and is one or more of the following: (1) Acts of God 24438.00000\40648654.1
Ex. A-2
or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the work); (4) pandemics, epidemics or quarantine restrictions; and (5) strikes and other organized labor action occurring at the project site and the effects thereof on the work, only to the extent such strikes and other organized labor action are beyond the control of Vendor and its subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with Section 6.
9. Miscellaneous Terms. Vendor shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City. This Agreement may not be modified or altered except in writing signed by the Parties. There are no intended third party beneficiaries of any right or obligation of the Parties. This is an integrated Agreement representing the entire understanding of the Parties as to those matters contained herein, and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. The captions of the various paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions unenforceable, invalid or illegal. Notice may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the Parties to the addresses set forth in this Agreement. Vendor is retained as an independent contractor and is not an employee of the City. No employee or agent of Vendor shall become an employee of City. Vendor warrants that the individual who has signed this Agreement has the legal power, right and authority to make this Agreement and bind the Vendor hereto.
24438.00000\40648654.1
Ex. B-1
EXHIBIT B
SCOPE OF SERVICES; SCHEDULE OF SERVICES
Scope of Services
Vendor shall provide professional consulting services to conduct a comprehensive Total Compensation Study for the City of San Jacinto. The Services shall be performed generally in accordance with Vendor’s proposal dated January 15, 2026, which is on file with the City and was submitted in response to the City’s solicitation, and is incorporated herein by reference solely for the purpose of describing the nature of the Services, provided that in the event of any conflict, the terms of this Agreement shall control. The Services shall include, but are not limited to, the following:
• Conduct project kickoff meetings with City staff to confirm study objectives, project schedule, communication protocols, and roles and responsibilities. • Review and analyze relevant City documentation, including classification specifications, organizational charts, salary schedules, personnel policies, memoranda of understanding, and prior compensation studies.
• Confirm the list of comparator agencies, benchmark classifications, and total compensation elements to be included in the study, in coordination with City staff. • Collect and validate salary and benefits data from approved comparator agencies using job-to-job matching and generally accepted compensation analysis practices. • Analyze external market data and evaluate internal equity across classifications, including relationships between benchmarked and non-benchmarked classifications. • Prepare draft compensation findings and conduct stakeholder review meetings to present results, respond to questions, and perform limited follow-up analysis as appropriate. • Develop compensation recommendations, including proposed salary structure adjustments, internal alignment considerations, and implementation guidance, consistent with the City’s compensation philosophy and budget considerations. • Prepare and deliver a final written Total Compensation Study report summarizing methodology, findings, and recommendations.
• Present study findings and recommendations to City management and, if requested by the City, to the City Council.
• Provide post-study consultation and clarification related to the study findings and recommendations.
Schedule of Services
Vendor shall commence the Services upon execution of this Agreement and issuance of a notice to proceed by the City. The Services are anticipated to be completed within approximately twelve (12) to thirteen (13) weeks from the notice to proceed. The schedule is dependent upon timely 24438.00000\40648654.1
Ex. B-2
receipt of information, availability of City staff and stakeholders, and mutual coordination of meetings. Minor adjustments to the schedule may be made by mutual agreement of the Parties without amendment to this Agreement.
24438.00000\40648654.1
Ex. C-1
EXHIBIT C
COMPENSATION
Compensation for the Services shall be on a fixed-fee basis in accordance with Section 5 of this Agreement. The City has selected Vendor’s option for a Total Compensation Study surveying fifty-six (56) benchmark classifications (all classifications), as reflected in Vendor’s proposal dated January 15, 2026, which is on file with the City.
Optional Services – Milestone D
Development of recommendations, final reports, and presentations (“Milestone D”) shall be considered optional services and shall not be performed unless expressly authorized in writing by the City through a Task Order or written amendment to this Agreement. Any such authorization shall specify the scope, schedule, and compensation for Milestone D and shall be subject to the not-to-exceed amount set forth in the Agreement or as modified by approved amendment.
Fixed Fee
The fixed-fee structure for the selected option includes the following service components:
• Ongoing project status meetings and project management throughout the study • Project kickoff meetings, orientations, and determination of survey elements • Market survey data collection, validation, and analysis • Draft compensation findings and stakeholder review and feedback Virtual meetings are included in the fixed fee. Any on-site meetings or services outside the Scope of Services set forth in Exhibit B shall require prior written authorization by the City and shall not be performed absent such authorization.
Vendor shall invoice the City in accordance with Section 5 of this Agreement. In no event shall total compensation exceed the not-to-exceed amount established in the Agreement unless amended in writing by the Parties.