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AGREEMENT FOR PROFESSIONAL SERVICES
Contract No. _________
This AGREEMENT FOR PROFESSIONAL SERVICES (“AGREEMENT”) is made and entered into effective as of the 9th day of September, 2026, by and between the CITY OF SAN MARINO, a California municipal corporation, located at 2200 Huntington Drive, San Marino, CA 91108 (“CITY”) and USI Insurance Services LLC, located at 21250 Hawthorne Blvd., Suite 380, Torrance, CA 90503(“CONSULTANT”).
W I T N E S S E T H:
For and in consideration of the promises and of the mutual covenants and agreements herein contained, said parties hereby agree as follows:
1. RECITALS. This AGREEMENT is made and entered into with respect to the following facts:
A. CITY requires professional administration and procurement services of employee benefit programs as set forth in Exhibit A (“SERVICES”); and B. CONSULTANT is qualified to provide certain services to the CITY necessary for said SERVICES; and, therefore, the CITY has elected to engage the services of CONSULTANT upon the terms and conditions hereinafter set forth.
2. SCOPE OF SERVICES.
A. CONSULTANT shall furnish to the City all labor, materials, tools, equipment, services, and incidental customary work necessary to fully and adequately perform those services set forth in Exhibit “A” and hereby incorporated by reference. To the extent that Exhibit A is a proposal from CONSULTANT, such proposal is incorporated only for the description of the scope of services and no other terms and conditions from any such proposal shall apply to this AGREEMENT.
B. Performance of the SERVICES specified herein is made an obligation of CONSULTANT under this AGREEMENT, subject to any changes made subsequently upon the mutual written agreement of the parties.
C. The scope of services to be performed by CONSULTANT under this AGREEMENT shall include, but not be limited to, those services specified in Paragraph 2A hereof.
D. If there is a conflict between any of the provisions of the AGREEMENT and Exhibit A, this AGREEMENT shall have priority in the interpretation of the Parties rights and obligations under this AGREEMENT.
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3. PERFORMANCE STANDARDS. While performing this AGREEMENT CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CONSULTANT shall cooperate with CITY if CITY opts to monitor CONSULTANT’s services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have thirty (30) days after such notification to cure any shortcomings to CITY’s satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT.
4. FAMILIARITY WITH WORK.
A. By executing this AGREEMENT, CONSULTANT agrees that, to the best of CONSULTANT’s knowledge and belief, CONSULTANT has
(i) Carefully investigated and considered the scope of services to be performed;
(ii) Carefully considered how the services should be performed; and (iii) Understands the facilities, difficulties, and restrictions attending performance of the services under this AGREEMENT.
B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT’s own risk until written instructions are received from CITY provided, however, that CONSULTANT’s site investigation obligation shall be limited to a reasonable visual and noninvasive investigation within the scope of CONSULTANT’s scope of work and CONSULTANT shall not be deemed to have assumed responsibility for, or waived any claim arising from, latent site conditions not reasonably discoverable by such investigation.
5. CITY SUPERVISION. Upon reasonable prior written notice from City but in no event less than ten (10) business days, CONSULTANT shall allow City or City’s agents or representatives to inspect reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained CONSULTANT in connection with this AGREEMENT subject to the confidentiality provisions contained herein. If City uses any third party to conduct or assist with any such inspection or review, such third party, before receiving access to any such records or related information, shall execute a nondisclosure agreement reasonably acceptable to CONSULTANT. City’s rights under this Section 5 shall survive for two years following the expiration or earlier termination of this AGREEMENT. Pursuant to Section 02.06.05 of the San Marino City Code, this AGREEMENT shall not be made without the prior approval of the City Council if it is for -3-
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professional services of thirty thousand dollars ($30,000.00) or more and shall be executed only by the mayor or city manager. Payment for any services rendered under this AGREEMENT shall be executed and approved by the city manager so long as this AGREEMENT is for professional services between five thousand dollars ($5,000.00) and thirty thousand dollars ($30,000.00).
6. FEE. Compensation to CONSULTANT for the total services to be rendered pursuant to this AGREEMENT shall be in an amount not to exceed $75,000.00 during the initial Term and an additional $15,000 per year if the extension options described in Section 9 are exercised.
7. EXTRA SERVICES. Notwithstanding any other provision herein, no extra services shall be rendered by CONSULTANT under this AGREEMENT unless such extra services first shall have been authorized in advance and in writing by the CITY. Any such services so authorized shall be paid by the CITY at rates approved of by the CITY.
8. PAYMENT BY CITY.
A. Compensation. Subject to any limitations provided in the Contract Documents, City agrees to pay CONSULTANT as full consideration for the faithful performance of all of the Work during the initial Term a not to exceed total amount of seventy-five thousand dollars ($75,000.00) plus an additional not to exceed amount of fifteen thousand dollars ($15,000) for each option year exercised by the City pursuant to Section 9 (“Compensation”). Pursuant to Section 02.06.05 of the San Marino City Code, this AGREEMENT shall not be effective unless previously approved by the City Council if it is for professional services of thirty thousand dollars ($30,000.00) or more.
B. Monthly Invoice. CONSULTANT must furnish City with an invoice for the Work performed in accordance with the Contract Documents.
CONSULTANT may not submit invoices more often than once every 30 days. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period.
C. City Review of Invoices. City will review each invoice and determine whether the Work performed is in accordance with the Contract Documents.
The Director may require CONSULTANT to provide a release of all undisputed Contract amounts contained in the invoice.
D. Disputes on Invoices. If City disputes any item on an invoice, City will give CONSULTANT notice stating the reasons for the dispute. The Parties will meet and confer in good faith to attempt to resolve the dispute. -4-
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E. 30 Days to Pay Invoice. Except as to any charges for the Work performed that the City disputes, City will cause CONSULTANT to be paid within 30 days of the date of the invoice or the date that CONSULTANT furnishes City with a release of all undisputed Contract amounts, whichever occurs later.
F. Partial Invoices. In the event there is any claim specifically excluded by CONSULTANT from the operation of any release, City may retain an amount not to exceed the amount of the excluded claim.
G. No Additional Compensation. Said compensation shall cover all expenses, losses, damages, and consequences arising out of the nature of the work during its progress or prior to its acceptance including those for well and faithfully completing the work and the whole thereof in the manner and time specified in the contract documents, and also including those arising from actions of the elements, unforeseen difficulties or obstructions encountered in the prosecution of the work, suspension or discontinuance of the work, and all other unknowns or risks of any description connected with the work.
9. TERM. The term of this AGREEMENT shall commence as of the Effective Date and shall continue through September 9, 2031, plus 2 additional 1-year extensions at the City‘s option. The CITY may extend said time of completion for delays caused by circumstances beyond the control of either party to this AGREEMENT. Should the consulting contract extend beyond the estimated time for completion of said services, CITY hereby reserves the right to continue CONSULTANT’s services hereunder with any and all fees for such additional services to be compensated by the CITY at rates approved by the CITY.
10. DISPUTES AND REMEDIES.
A. Claims, disputes, and other matters in question between the Parties arising out of or relating to this AGREEMENT or the breach thereof, must be resolved by the following procedure:
(i) CITY and CONSULTANT will exercise their best efforts to resolve disputes through the development of a consensus. A meeting may be requested by CITY or CONSULTANT at any time for the purpose of resolving a dispute. A non-binding determination by CITY’S Director of the Department of Human Resources will be made within two (2) weeks after a meeting to resolve the dispute;
(ii) If unresolved within thirty (30) days, then City Manager, or his designee, will make a final non-binding determination;
(iii) Following the City Manager’s final determination, the Parties may submit any unresolved matters to non-binding mediation. The parties may, but are not required to be, represented by counsel in mediation;
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(iv) If the Parties do not agree to mediation, or if mediation does not resolve the Parties’ dispute, the matter may be pursued in Los Angeles County Superior Court, or the United States District Court, Central District of California, if federal jurisdiction exists.
B. The Parties’ rights and remedies under this AGREEMENT are in addition to any other rights and remedies provided by law.
11. PREVAILING WAGE. CONSULTANT 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 1600, 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. If the SERVICES are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, CONSULTANT agrees to fully comply with such Prevailing Wage Laws. The CITY shall provide CONSULTANT with a copy of the prevailing rates of per diem wages in effect at the commencement of this AGREEMENT. CONSULTANT shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the SERVICES available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the project site. CONSULTANT shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
12. TERMINATION OF AGREEMENT. The CITY may terminate this AGREEMENT upon giving a thirty (30) day advance written notice of such termination to CONSULTANT. In that event, the City Manager, or his designee, based upon work accomplished by CONSULTANT prior to notice of such termination, shall determine the amount of fees to be paid to CONSULTANT for such services based upon accepted accounting practices. CONSULTANT may terminate this AGREEMENT for cause in the event CITY fails to cure a default under this AGREEMENT within thirty (30) days after CONSULTANT has given CITY notice of such default. Upon termination of this AGREEMENT, CONSULTANT shall cease all work under this AGREEMENT and deliver to CITY all materials, reports, documents, notes or other written materials compiled through the last working day this AGREEMENT is in effect.
13. INDEPENDENT CONTRACTOR. CONSULTANT shall act as an independent contractor in the performance of the services provided for in this AGREEMENT and shall furnish such services in CONSULTANT’s own manner and method and in no respect shall CONSULTANT be considered an agent or employee of the CITY.
14. OWNERSHIP OF DOCUMENTS. All financial documents, data, studies, and reports prepared by CONSULTANT under this AGREEMENT are CITY’s property.
CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY’s written noticeand/or upon the expiration or termination of this AGREEMENT.
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9. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this AGREEMENT, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this AGREEMENT, will be released by CONSULTANT to any other person or City without CITY’s prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties.
10. NONASSIGNMENT. This AGREEMENT is not assignable either in whole or in part by CONSULTANT without the written consent of CITY which shall not unreasonably withheld. Notwithstanding the foregoing, Consultant may assign its rights and obligations under the Agreement to an entity acquiring, directly or indirectly, Control of Consultant, an entity into which Consultant is merged, or an entity acquiring all or substantially all of Consultant’s assets. For the purposes of this Agreement, “Control” means the possession, direct or indirect, of the power to solely direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities (or other ownership interest), by contract or otherwise. Any purported assignment without such consent shall be void and without effect.
11. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a valid Taxpayer Identification Number.
12. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this AGREEMENT, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this AGREEMENT.
13. INDEMNIFICATION.
A. CONSULTANT shall indemnify, defend with legal counsel approved by CITY—or, at the CITY’s option, reimburse the CITY Indemnitees their costs of defense—and hold harmless CITY, its officers, officials, employees and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorney’s fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with CONSULTANT’s negligence, recklessness or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in this AGREEMENT. CONSULTANT’s obligations under this section shall not apply to the extent = claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of CITY under any provision of this AGREEMENT, CONSULTANT shall not be required to indemnify and hold harmless CITY for liability attributable to the sole active negligence of CITY, provided such active negligence is determined by AGREEMENT between the parties or by the findings of a court of competent jurisdiction. In instances where CITY is shown to have been actively -7-
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negligent and where CITY’s active negligence accounts for only a percentage of the liability involved, the obligation of CONSULTANT will be for that entire portion or percentage of liability not attributable to the active negligence of CITY.
B. Should conflict of interest principles preclude a single attorney from representing both CITY and CONSULTANT, or should CITY otherwise find CONSULTANT’s attorney unacceptable, then CONSULTANT shall reimburse the CITY its costs of defense, including without limitation reasonable attorney’s fees, expert fees and all other costs and fees of litigation. The CONSULTANT shall promptly pay any final judgment rendered against the CITY (and its officers, officials, employees, and volunteers) with respect to claims determined by a trier of fact to have been the result of the CONSULTANT’s negligent, reckless, or wrongful performance.
C. Payment by CITY is not a condition precedent to enforcement of this indemnity. In the event of any dispute between CONSULTANT and CITY, as to whether liability arises from the sole active negligence or willful misconduct of the CITY or its officers, employees, or agents, CONSULTANT will be obligated to pay for CITY’s defense until such time as a final judgment has been entered adjudicating the CITY as solely negligent or to have acted with willful misconduct. CONSULTANT will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees, and costs of litigation.
D. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this AGREEMENT.
20. INSURANCE. Without limiting CONSULTANT’S indemnification of CITY, and prior to commencement of work and/or services under this AGREEMENT, CONSULTANT shall obtain, provide, and maintain at its own expense during the term of this AGREEMENT, policies of insurance of the type and amounts described below and in a form satisfactory to CITY.
A. General liability insurance. CONSULTANT shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
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performed in connection with this AGREEMENT, in the minimum amount of $2,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this AGREEMENT and CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this AGREEMENT.
C. Workers’ compensation insurance. CONSULTANT shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).
D. CONSULTANT shall submit to CITY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of CITY, its officers, agents, employees, and volunteers.
E. Should CONSULTANT obtain and maintain an excess liability policy, such policy shall be excess over commercial general liability, automobile liability, and employer’s liability policies. Such policy or policies shall include wording that the excess liability policy follows the terms and conditions of the underlying policies.
F. Proof of insurance. CONSULTANT shall provide certificates of insurance as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by CITY prior to commencement of performance. Current certification of insurance shall be kept on file with CITY for the contract period and any additional length of time required thereafter. CITY reserves the right to require complete, certified copies of all required insurance policies, at any time.
G. Duration of coverage. CITY shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by CONSULTANT, their agents, representatives, employees, or subconsultants.
H. Primary/noncontributing. With the exception of Professional liability (errors and omissions) insurance, coverage provided by CONSULTANT shall be primary and any insurance or self-insurance procured or maintained by CITY shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of CITY before the CITY’S own insurance or self- insurance shall be called upon to protect it as a named insured.
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I. CITY’S rights of enforcement. In the event any policy of insurance required under this AGREEMENT does not comply with these specifications or is canceled and not replaced, CONSULTANT shall have the option to procure, at CONSULTANT’s sole cost, compliant replacement insurance reasonably acceptable to CITY. If CONSULTANT does not procure compliant replacement insurance within the time reasonably required by CITY under the circumstances, CITY has the right but not the duty to obtain the insurance in its reasonable discretion it deems necessary, and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments. In the alternative, CITY may cancel this AGREEMENT.
J. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the CITY.
K. Waiver of subrogation. With the exception of Professional liability (errors and omissions) insurance, all insurance coverage maintained or procured pursuant to this AGREEMENT shall be endorsed to waive subrogation against CITY, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow CONSULTANT’S or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. With the exception of Professional liability (errors and omissions) insurance, CONSULTANT hereby waives its own right of recovery against CITY and shall require similar written express waivers and insurance clauses from each of its subconsultants.
L. Enforcement of contract provisions (non estoppel). CONSULTANT acknowledges and agrees that any actual or alleged failure on the part of the CITY to inform CONSULTANT of non-compliance with any requirement imposes no additional obligations on the CITY nor does it waive any rights hereunder.
M. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the CONSULTANT maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the -10-
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CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.
N. Notice of cancellation. CONSULTANT agrees to oblige its insurance agent or broker and insurers to provide the CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the CONSULTANT’S insurers are unwilling to provide such notice, then CONSULTANT shall have the responsibility of notifying the CITY immediately in the event of CONSULTANT’S failure to renew any of the required insurance coverages, or insurer’s cancellation or non-renewal.
O. Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.
P. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing.
Q. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONSULTANT’S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
R. Pass through clause. CONSULTANT agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by CONSULTANT (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of CONSULTANT under this AGREEMENT.
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. However, in the event CONSULTANT’S Subcontractor cannot comply with this requirement, which proof must be submitted to the CITY, CONSULTANT may still be able to utilize the Subcontractor provided CONSULTANT shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the CONSULTANT, but in all other terms consistent with the CONSULTANT’S requirements under this AGREEMENT. This provision does not relieve the CONSULTANT of its contractual obligations under the AGREEMENT and/or limit its liability to the amount of insurance coverage -11-
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provided by its subcontractors. This provision is intended solely to provide CONSULTANT with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the CONSULTANT under this AGREEMENT given the limited scope of work or services provided by the subcontractor. CONSULTANT agrees that upon request, all agreements with Subcontractors, and others engaged in the project and/or services, will be submitted to CITY for review.
S. CITY’S right to revise specifications. The CITY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the CITY and CONSULTANT may renegotiate CONSULTANT’S compensation.
T. Self-insured retentions. Any self-insured retentions must be declared to and approved by CITY.
U. Timely notice of claims. CONSULTANT shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’S performance under this AGREEMENT, and that involve or may involve coverage under any of the required liability policies.
V. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.
21. NON-DISCRIMINATION. CONSULTANT shall not discriminate in its recruiting, hiring, promotion, demotion or termination practices on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, or sexual orientation in the performance of this AGREEMENT and shall comply with the provisions of the California Fair Employment and Housing Act as set forth in Part 2.8 of Division 3, Title 2 of the California Government Code; the Federal Civil Rights Act of 1964, as set forth in Public Law 88-352, and all amendments thereto; Executive Order 11246; and all administrative rules and regulations issued pursuant to such acts and order.
22. UNAUTHORIZED ALIENS. CONSULTANT hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 USCA 1101, et seq.), as amended; and, in connection therewith, shall not employ unauthorized aliens as defined therein. Should CONSULTANT so employ such unauthorized aliens for the performance of work and/or services covered by this AGREEMENT, and should the Federal Government impose sanctions against the CITY for such use of unauthorized aliens, CONSULTANT hereby agrees to, and shall, reimburse CITY for the cost of all -12-
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such sanctions imposed, together with any and all costs, including attorney’s fees, incurred by the CITY in connection therewith.
14. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY’s conflict of interest regulations.
15. WAIVER. Waiver by any party hereto of any term, condition, or covenant of this AGREEMENT shall not constitute the waiver of any other term, condition or covenant hereof.
16. ATTORNEY’S FEES. If litigation is reasonably required to enforce or interpret the provisions of this AGREEMENT, the prevailing party in such litigation shall be entitled to an award of reasonable attorney’s fees, in addition to any other relief to which it may be entitled.
17. BINDING EFFECT. This AGREEMENT shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.
18. PROVISIONS, CUMULATIVE. The provisions of this AGREEMENT are cumulative and in addition to and not in limitation of any rights or remedies available to CITY.
19. NO PRESUMPTION RE: DRAFTER. The parties acknowledge and agree that the terms and provisions of this AGREEMENT have been negotiated and discussed between the parties and their attorneys, and this AGREEMENT reflects their mutual AGREEMENT regarding the same. Because of the nature of such negotiations and discussions it would be inappropriate to deem any party to be the drafter of this AGREEMENT; and, therefore, no presumption for or against validity or as to any interpretation hereof, based upon the identity of the drafter, shall be applicable in interpreting or enforcing this AGREEMENT.
20. ASSISTANCE OF COUNSEL. Each party to this AGREEMENT warrants to each other party as follows:
A. That each party either had the assistance of counsel or had counsel available to it, in the negotiation for, and execution of, this AGREEMENT, and all related documents; and,
B. That each party has lawfully authorized the execution of this AGREEMENT.
21. MODIFICATION. This AGREEMENT shall not be modified except by written agreement of the parties.
22. GOVERNING LAW. This AGREEMENT shall be interpreted and construed according to the laws of the State of California.
23. NOTICE. Whenever it shall be necessary for either party to serve notice on the other regarding this AGREEMENT, such notice may be furnished in writing by either party to the other and shall be served by personal service as required in judicial proceedings -13-
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or by certified mail, postage prepaid, return receipt requested, addressed to the parties as follows:
CITY: City of San Marino
2200 Huntington Drive
San Marino, California 91108
Attn: City Manager
CONSULTANT: USI Insurance Services LLC,
21250 Hawthorne Blvd., Suite 380
Torrance, CA 90503
Attn: Joy Giblin
Notice will be deemed effective on the date personally delivered or transmitted by facsimile. If the notice is mailed, notice will be deemed given three days after deposit of the same in the custody of the United States Postal Service, postage prepaid, for first class delivery, or upon delivery if using a major courier service with tracking capabilities.
Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.
24. FORCE MAJEURE. Neither party shall be responsible for delays or failures in performance resulting from acts beyond the control of the offending party. Such acts shall include, but not be limited to, acts of God, fire, flood, earthquake, or other natural disaster, nuclear accident, explosion, war, terrorist attack, embargo, strike, lockout, riot, freight embargo, public regulated utility, or government statutes or regulations superimposed after the fact.
25. ELECTRONIC TRANSMISSION OF AGREEMENT AND SIGNATURE. The Parties agree that this AGREEMENT may be signed and transmitted by electronic mail by either/any or both/all Parties, and that such signatures shall have the same force and effect as original signatures, in accordance with California Government Code section 16.5 and Civil Code section 1633.7.
26. RECORD AUDIT. In accordance with Government Code section 8546.7, records of both the City and the CONSULTANT shall be subject to examination and audit by the City for a period of three (3) years after final payment. [signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed on its effective date by their respective officers duly authorized on their behalf.
CITY OF SAN MARINO, a California municipal
corporation
ATTEST:
By ______________________________
Philippe Eskandar, City Manager
_______________________________
Nia Calistro, City Clerk
APPROVED AS TO FORM:
JOSEPH M. MONTES, CITY ATTORNEY
By _____________________________________
“CONSULTANT”
USI Insurance Services LLC
TAXPAYER ID # ___________________
By ______________________________
Print Name: Joy Giblin
Title: VP, Employee Benefits Consultant
USI Insurance Services
By ______________________________
Print Name: ______________________
Title: _______________________
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Exhibit A
Scope of Services