AGREEMENT FOR CONSULTANT SERVICES BETWEEN
CITY OF SANTA ANA AND ARTUR J. GALLAGHER RISK
MANAGEMENT SERVICES LLC.
INSURANCE BROKER SERVICES
THIS AGREEMENT is made and effective as of September 1, 2026 between the City of Santa Ana, a municipal corporation (hereinafter referred to as “City"), and Arthur J. Gallagher Risk 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 as a “Party.” In consideration of the mutual covenants and conditions set forth herein, the Parties agree as follows:
1. TERM
This Agreement shall commence on September 1, 2026, and shall remain and continue in effect until tasks described herein are completed, but in no event later than August 31, 2029 unless sooner terminated pursuant to the provisions of this Agreement. 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.
c. City shall pay Consultant a commission for the Services and lines of coverage set forth on Exhibit A. In addition, Consultant may also receive interest or other investment income on funds temporarily held by it, such as premiums or return premiums. Other parties, such as excess and surplus lines brokers, wholesalers, reinsurance intermediaries, underwriting managers, captive managers and similar parties, some of which may be owned in whole or in part by Consultant’s corporate parent, may earn and retain usual and customary commissions and fees in the course of providing insurance products to clients. Any compensation that Consultant receives from insurance carrie rs may differ depending on the market and the insurance product placed on Client’s behalf. Consultant may receive additional compensation from insurance carriers in the form of contingent and supplemental commissions, bonus commissions, overrides or expen se reimbursements. Any such fees or commission will not constitute compensation to Consultant per this Section 4.
5. LEGAL RESPONSIBILITIES
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 shal l 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, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respec t 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. Consultant agrees to cooperate fully with City and to provide C ity 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.
7. 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 de signate 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, 4th Floor
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 Risk Management Services, LLC Susan J. Blankenburg
595 Market Street
San Francisco, CA 94105
415-536-8417
[email protected]
8. ASSIGNMENT
The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Consultant.
9. LICENSES
At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement.
10. INSURANCE
Consultant will maintain insurance throughout the duration of this Agreement as specified in the attached Exhibit B.
11. GOVERNING LAW
The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Santa Ana. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted.
12. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to 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 and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.
13. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. The Risk Management Department is authorized to enter into an amendment on behalf of the City to make the following non-substantive modifications to the agreement: (a) name changes; (b) extension of time; (c) non-monetary changes in scope of work; (d) agreement termination.
14. LIMITATION OF LIABILITY
Consultant’s liability to City arising from any acts or omissions of Consultant shall not exceed $20 million in the aggregate. Without limiting the foregoing, each Party shall only be liable for actual damages incurred by the other Party, and shall not be l iable for any indirect, special, exemplary, consequential, reliance or punitive damages.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF SANTA ANA CONSULTANT
Arthur J. Gallagher Risk Management Services, LLC
By:
Alvaro Nuñez
City Manager Michael Gallagher
Area President
ATTEST:
PM Initials:
Date:
By:
Jennifer L. Hall
City Clerk
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By:
Laura A. Rossini
Chief Assistant City Attorney
Michael Gallagher (Jul 6, 2026 14:45:26 PDT)
EXHIBIT A
CLIENT SERVICE AGREEMENT
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:
o 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
EXHIBIT B
INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of the agreement, the following insurance coverages:
MINIMUM SCOPE AND LIMIT OF INSURANCE
Consultant shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as:
• Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate.
• Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of $1,000,000. In the event Con sultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance, provided that such policy is endorsed for business use and provides coverage with a minimum limit of $1,000,000. Required policy limits can be met with primary and umbrella/excess insurance policies. • Workers’ Compensation (WC): as required by the State of California, with statutory limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Consultant has no employees.
Consultant attests that its workers’ compensation coverage extends to all persons who will be working with the City under the agreed scope of services. • Professional Liability (PL): with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate.
If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations.
2. CGL, AL, and WC policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant for City.
3. All required insurance policies: For any claims related to this contract, Consultant’s insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.
4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Consultant’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.
5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non- payment.
6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Julie Hoang, Human Resources Agency, 20 Civic Center Plaza M-24, P.O. Box 1988, Santa Ana, CA 92701. The name and location of the project or event should be included in the Description of Operations section of each certificate.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. City may require Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City.
Verification of Coverage
Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The retroactive date must be shown and must be before the date of the contract or the beginning of work.
2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Consultant must purchase “extended reporting” coverage for a minimum of three (3) years after completion of work.
Subcontractors
Consultant shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from sub-contractors.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.