INSURANCENOTONFILE A-2023- 140
WORKMAYEDTPROCEEDCITYCLERK
DATE, AGREEMENT FOR CONSULTANT SERVICES BETWEEN
CITY OF SANTA ANA AND ARTHUR J. GALLAGHER RISK
p. " V-0 MANAGEMENT SERVICES LLC
C&L,jr%01(V1 INSURANCE BROKER SERVICES
eraN
THIS AGREEMENT is made and effective as of August 1, 2023 between the City of Santa av Ana, a municipal corporation ( hereinafter referred to as " City"), and Arthur J. Gallagher Risk cv Management Services LLC, a Delaware limited liability company ( hereinafter referred to as Consultant"). City and Consultant are also referred to collectively as "the Parties" or singularly Q as a "Party." In consideration of the mutual covenants and conditions set forth herein, the Parties agree as follows:
TERM
This Agreement shall commence on August 1, 2023, and shall remain and continue in effect until tasks described herein are completed, but in no event later than August 31, 2026 unless sooner terminated pursuant to the provisions of this Agreement. The Parties acknowledge that Consultant has been providing services since July 1, 2023. This Agreement can be canceled by either Party with thirty ( 30) days written notice to the other Party.
2. SERVICES
Consultant shall perform insurance brokerage services for the placement of the City of Santa Ana' s insurance programs as outlined in Exhibit A.
3. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement.
4. PAYMENT
a. The City agrees to pay Consultant for insurance premiums invoiced for insurance placements.
b. Consultant will submit invoices for insurance premiums. Invoices shall be submitted once insurance coverage is bound. Payment shall be made within thirty ( 30) days of receipt of each invoice as to all non -disputed fees. If the City disputes any of Consultant' s fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice.
The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.
6. RELEASE OF INFORMATION
a. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from Risk Management Department or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena.
b. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, requestfor documents, interrogatories, requestfor admissionsor other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultantagreesto cooperatefully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
NOTICES
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, ( ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above.
Mailing Address: City of Santa Ana
20 Civic Center Plaza, M- 28
Risk Management, 41hFloor
Santa Ana, CA 92701
AND
City Clerk
City of Santa Ana
20 Civic Center Plaza, M- 30
Santa Ana, CA 92702
To Consultant: Arthur J. Gallagher & Co., Insurance Brokers of California., Inc.
Susan J. Blankenburg
San Francisco, CA 94111
415- 536- 8417
Susan Blankenburgft— aia. com
8. ASSIGNMENT
TheConsultantshallnotassignthe performanceofthisAgreement, noranypartthereof, noranymoniesduehereunder, withoutpriorwrittenconsentofthe City. Uponterminationof this Agreement, Consultant's solecompensationshallbe paymentfor actualservicesperformedup to, andincluding, thedateofterminationor asmaybeotherwiseagreedto inwritingbetweenthe City Council and the Consultant.
9. LICENSES
At alltimesduringthe term ofthisAgreement, Consultantshallhavein full force and effect, all licensesrequiredof it by lawfor the performanceof the servicesdescribedin this Agreement.
10. GOVERNING LAW
The City and Consultant understand and agree that the laws of the State of California shall governtherights, obligations, dutiesandliabilitiesofthepartiestothisAgreementandalsogovern the interpretationof thisAgreement. Any litigationconcerningthisAgreementshalltakeplacein themunicipal, superior, orfederaldistrictcourtwithgeographicjurisdictionovertheCityof Santa Ana. In the eventsuchlitigationis filed by one party againstthe otherto enforceits rightsunder thisAgreement, the prevailingparty, as determinedbythe Court'sjudgment, shallbe entitledto reasonableattorneyfees and litigationexpensesfor the reliefgranted.
YII'_ I C- u
ThisAgreementcontainsthe entireunderstandingbetweenthe partiesrelatingto the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement andshallbeof nofurtherforceoreffect. Eachpartyis enteringintothisAgreementbasedsolely upon the representationsset forth herein and upon each party's own independent investigationof any and all facts such party deems material.
12. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executingthis Agreement on behalf of Consultantwarrants and representsthat he or she hasthe authorityto executethis Agreementon behalfof the Consultant andhastheauthorityto bindConsultanttothe performanceof itsobligationshereunder. TheRisk ManagementDepartmentisauthorizedtoenterintoanamendmentonbehalfoftheCitytomakethe following non -substantivemodificationsto the agreement: (a) name changes; (b) extension of time; (c) non -monetarychangesin scope of work; (d) agreementtermination.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF SANTA ANA Arthur J. Gallagher & Co.
By: By:
Kristine Ridge
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By: So. N.I2 via X
Michael Gallagher, Area President
Laura A. Rossini CONSULTANT
Chief Assistant City Attorney Arthur J. Gallagher & Co.
Susan J. Blankenburg
1255 Battery Street, Suite 450
San Francisco, CA 94111
415) 536- 8417
Susan BlankenburgCa)aig. cornPM
Initials: Date:
CLIENT SERVICE AGREEMENT
EXHIBIT A
The following outlines Services provided by Gallagher over the term of this Agreement:
Use its best efforts to secure the following lines of insurance coverage on Client's behalf:
List of Insurance Placements:
Underground Storage Tanks
Excess Liability ( Buffer)
Excess Workers' Compensation ( Buffer)
Terrorism
Difference in Conditions ( Earth Movement & Flood)
Work with Client to prepare comprehensive underwriting data and criteria for insurance carrier negotiations.
Formally present coverage submissions to agreed upon insurance carrier( s) and negotiate terms on behalf of Client.
Summarize the results of executing the marketing strategy developed with Client and communicate program recommendations.
Provide consultation to Client on exposures, existing coverage, and the desirability and/ or feasibility of potential program changes, retention and data analysis as recommended by Gallagher.
Request change endorsements, when requested by the Client or when otherwise necessary, ensuring accuracy and delivery in a timely manner.
Administration of insurance program (only if applicable), including policy review and issuance, invoicing, coordination and/ or issuance of required documentation, i.e., certificates of insurance, and other program administration, as required by the Client.
Review accounting and billing data; audit information from insurance carriers to ensure accuracy Other Services:
o Risk Control Services
o Loss control consultation and claim advocacy
o Certificate Tracking