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HomeMy WebLinkAboutAGMT - Gallagher Benefit Services Inc (Compensation Study Services) PROFESSIONAL SERVICES AGREEMENT for Compensation Study Services between ..vikt -•'�F S EA( Bis 'OP O/V4... ;�941* 16•16c. %c I%Q 1 F (50 27 1°' =�Cc�? h • 'C° NTy Ca City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Gallagher Benefit Services, Inc. 2850 Golf Road Rolling Meadows, IL 60008 510-658-5633 This Professional Service Agreement ('`the Agreement") is made as of October 1, 2024 (the "Effective Date"), by and between Gallagher Benefit Services, Inc. ("Consultant"), a Delaware corporation and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties'). RECITALS A. City desires certain compensation study professional services. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City issued a solicitation for the compensation study professional services to be performed. C. Consultant represents that the principal members of its firm are licensed and registered professional associates and are fully qualified to perform the professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. D. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those professional services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Consultant's Services 1.1. Scope of Services. In compliance with all terms, conditions and provisions of this Agreement, Consultant shall provide those professional services (collectively "Services") set forth in the Proposal attached hereto as Exhibit A and incorporated herein by this reference, all to City's reasonable satisfaction. The Services relate to the following City project: Operational Assessment. 1.2. Agreement Documents; Order of Precedence. 1.2.1. The Agreement Documents include this Agreement itself, and all of the following: (i) the Exhibits attached to or referenced in this Agreement; (ii) the solicitation document, including all attachments and exhibits thereto; and (iii) Consultant's accepted proposal ("Proposal"). Unless otherwise indicated therein, the "Scope of Services", Exhibit A, includes the Proposal, which is incorporated herein by this reference, together with any additional City standards or specifications or requirements set forth therein. 1.2.2. In the event of any inconsistency or conflict between this Agreement and any Exhibit or incorporated documents, the order of precedence shall be as follows: (i) this Agreement; and then (ii) Exhibit A; and then (iii) Exhibit B (Terms for Compliance with California Labor Law Requirements); and Page 2 of 21 then (iv) solicitation document; and then (vii) the Proposal, shall govern. In the event there is any conflict between the Agreement, on the one hand, and any of the Exhibits, the RFP or the Proposal on the other hand, the Agreement shall govern. 1.3. Standard of Care. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. The acceptance of Consultant's work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.4. Familiarity with Services. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (i) has investigated and considered the scope and level of services to be performed, (ii) has carefully considered how the Services should be performed, and (iii) understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement. Consultant represents that Consultant, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from City's Representative. 1.5. Compliance with Laws. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.6. Additional Services. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 2.1. Original Term. The term of this Agreement shall commence as of the Effective Date and shall expire at midnight on December 31 , 2025, unless sooner terminated or extended as provided by this Agreement. Page 3 of 21 3.0 Consultant's Compensation 3.1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not-to-exceed amount of $20,000 (twenty thousand dollars) for the Term. 4.0 Method of Payment 4.1. Consultant shall submit to City invoices provided in accordance with the schedule set forth in Exhibit A. 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. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for three (3) years following the termination of this Agreement. 5.0 Termination 5.1. Termination by City. 5.1.1. This Agreement may be terminated by City, without cause, upon giving Consultant written notice thereof not less than 30 days prior to the date of termination. 5.1.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement. 5.2. Termination by Consultant. This Agreement may be terminated by Consultant based on reasonable cause, by serving written notice of termination to City, provided that Consultant has first provided City with a written notice of default and demand to cure, and City has failed to cure such default within 30 days of receipt of such notice. Page 4 of 21 5.3. Obligations Upon Termination. Unless otherwise specified in the notice of termination, Consultant shall cease all work under this Agreement immediately upon receipt of notice of termination from City under Subsection 5.1, or immediately upon City's acknowledgment of receipt of Consultant's notice of termination to City under Subsection 5.1. Upon termination, City shall be immediately given title to and possession of all Work Product (as defined in Subsection 11.1 of this Agreement) and all other documents, writings, and/or deliverables produced or developed pursuant to this Agreement. Provided that Consultant is not then in breach, City shall pay Consultant for any portion of the Services completed prior to termination, based on the reasonable value of the Services rendered. If said termination occurs prior to completion of any specific task for which a payment request has not been received, the charge for Services performed shall be the reasonable value of such Services, based on an amount agreed to by City and Consultant. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Consultant be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Consultant shall not be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services up to date of termination. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation or damages. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Georg Krammer is the Consultant's primary representative for purposes of this Agreement. Georg Krammer shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager Page 5of21 To Consultant: Gallagher Benefit Services, Inc. 2121 N. California Boulevard, Suite 350 Walnut Creek, CA 94596 510-658-5633 Attn: Georg Krammer 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses Consultant and all of Consultant's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision. Consultant will determine the means, methods, and details by which Consultant's employees and other personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 9.2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except (i) as otherwise required for the performance of Services on City real property, vehicles or equipment; (ii) as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or (iii) as may Page 6 of 21 be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. Consultant shall defend, indemnify and hold harmless City, its elected and appointed officials, officers, employees, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's personnel practices or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 10.0 PERS Compliance and Indemnification 10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law ("PERL"), commencing at Government Code § 20000, as amended by the Public Page 7 of 21 Employees' Pension Reform Act of 2013 ("PEPRA"),. and the regulations of PERS, as amended from time to time. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations. 10.2. Indemnification. To the maximum extent permitted by law, Consultant shall defend, indemnify and hold harmless City, its City, its elected and appointed officials, officers, employees, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 11.0 Ownership of Work Product 11.1. Unless otherwise agreed upon in writing, all field notes and other notes, draft and final reports, drawings, specifications, data, surveys, studies, plans, maps, models, specifications, photographs, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/or files, other media of any kind whatsoever, and any other documents and written material of any kind, created, developed or used by Consultant in the performance of this Agreement (collectively "Work Product") shall be considered "works made for hire," for the benefit of City. Upon completion of, or in the event of termination or expiration of this Agreement, all Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Consultant's consent; provided that any use, reuse or modification of the Work Product by City for any purpose other than the purpose for which the Work Product was prepared or provided under this Agreement shall be at City's own risk. Consultant shall not obtain or attempt to obtain copyright protection as to any of the Work Product. 11.2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Work Product that are not otherwise vested in City pursuant to Subsection 11,1. Page 8 of 21 11.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Work Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product for any purpose. Consultant shall defend, indemnify and hold City, its elected and appointed officials, officers, employees, servants, attorneys, volunteers, and those City agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Work Product violates federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (i) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (ii) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. Consultant's covenants and obligations shall survive the expiration and/or termination of this Agreement. 11.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Work Product and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 11.5. Notwithstanding the foregoing, City shall own all final deliverables provided to City by Consultant as part of the services provided under this Agreement, provided however, Consultant shall retain sole and exclusive ownership of all right, title, and interest in, and to, its intellectual property and derivatives thereof which no data or Confidential Information of the City was used to create and which was developed entirely using Consultant's own resources, including any and all pre-existing or independently developed know-how, methods, processes and other materials prepared by Consultant. To the extent Consultant's intellectual property is necessary for the City to use the deliverables provided under this Agreement, Consultant grants to City a non-exclusive, royalty-free license to Consultant's intellectual property solely for City's use of such deliverables. Page 9 of 21 12.0 Confidentiality 12.1. Consultant may have access to financial, accounting, statistical, and personnel data of individuals and City employees, trade secrets, and/or other information that may be protected under other applicable laws relating to privacy, confidentiality and/or privilege. Consultant covenants that all Work Product (as defined in Subsection 11.1) and/or any other data, documents, writings, discussion or other information created, developed, received or provided by Consultant in the performance of this Agreement are deemed confidential unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such Work Product, data, documents, writings, discussion or other information to persons or entities other than City without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, and/or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services 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 timely notice of such court order or subpoena. 12.2. Consultant shall promptly notify City should Consultant, its officers, employees, agents and/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 thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully 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 the response. 12.3. Consultant's covenants and obligations under this Section shall survive the termination or expiration of this Agreement. 13.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. Authorized subcontracts, if any, shall contain a provision making the subcontractor subject to all requirements of this Agreement, Page 10 of 21 14.0 Prohibition Against Assignment, Transfer or Delegation Consultant shall not assign or transfer this Agreement or any of its rights, obligations or interest in this Agreement, or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent, which may be withheld for any reason. Any purported assignment, transfer or delegation without City's consent shall be void and without effect, and shall entitle City to terminate this Agreement. 15.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records and Work Product with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and \transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 16.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor. 17.0 Insurance 17.1. General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Page 11 of 21 17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows: 17.2.1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds; 17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto). 17.2.3. Workers' Compensation Insurance in the amount required by law; and Employer's Liability: with minimum limits of $1,000,000 per accident and in the aggregate for bodily injury or disease; 17.2.4. Professional Liability (or Errors and Omissions) Liability Insurance: Consultant shall maintain professional liability (or errors and omissions liability) insurance that covers the Services to be performed in connection with this Agreement, with minimum limits of $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VI, licensed to do business in California, and satisfactory to the City. 17.4. Additional Insured. 17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, and volunteers in the role of City Page 12 of 21 officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work. 17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: any cancelled or non-renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided to the City. (ii) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, volunteers, and those City agents serving as independent contractors in the role of City officials; 17.6. Primary and Non-Contributing. Commercial General Liability Insurance coverage shall be primary insurance as respects the City, its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self- insurance maintained by the City, its elected and appointed officials, officers, employees, agents, and volunteers in the role of City officials, shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; 17.7. Separation of Insureds. With the exception of Professional Liability, each insurance policy shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials. 17.8. Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions shall be declared to City. 17.9. Waiver of Subrogation. With the exception of Professional Liability each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against City and its elected and appointed officials, officers, employees, agents, and volunteers in the role of City officials. Consultant hereby waives its own right of recovery and all rights of subrogation against City; and shall require similar express written waivers from any subcontractor. 17.10. Enforcement of Agreement Provisions (Non-Estoppel). Consultant acknowledges and agrees that any actual or alleged failure on City's part to inform Consultant of non-compliance with any insurance requirement does not impose additional obligations on City, nor does it waive any rights hereunder. Page 13 of 21 17.11. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant's expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 17.12. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Consultant shall maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages. 17.13. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant's duties under any provision of this Agreement. Page 14 of 21 17.14. Broader Coverage/Higher Limits. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Consultant under this Agreement. Contractor 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 Services. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. 17.15. Subcontractor Insurance Requirements/Pass-Through Clause. Consultant shall require each of its subconsultants and/or subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. Consultant agrees to monitor and review all such coverages and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. Consultant agrees to submit all agreements with consultants, subcontractors, and others engaged in the Services upon City's request. 18.0 Indemnification, Hold Harmless, and Duty to Defend 18.1. Indemnities. 18.1.1. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and its elected and appointed officials, officers, attorneys, agents, employees, volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Claims"), in law or equity, whether actual, alleged or threatened, to property or persons, including but not limited to, bodily injury, death, personal injury and property damage, in any manner arising out of, claimed to arise out of, pertaining to, or relating to the breach of this Agreement and/or any acts, errors, omissions, negligence or willful misconduct of Consultant, its officers, agents, servants, employees, contractors, subcontractors, subconsultants, materialmen, or suppliers, or their officers, agents, servants or employees (or any entity or individual for whom Consultant shall bear legal liability) in the performance of the Services and/or this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in Page 15 of 21 connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 18.1.2. Consultant shall defend, indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 18.2. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor, subconsultant, or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, arising out of, are claimed to arise out of, pertaining to, or relating to, the breach of this Agreement, any acts, errors, omissions, negligence or willful misconduct of Consultant's subcontractor, its officers, agents, servants, employees, materialmen, contractors, subcontractors and/or subconsultants, or their officers, agents, servants or employees (or any entity or individual for whom Consultant's subcontractor shall bear legal liability) in the performance of the Services or this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. 18.3. Workers' Compensation Acts Not Limiting. Consultant's indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officials, officers, agents, employees, volunteers and those City agents serving as independent contractors in the role of City officials. 18.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Agreement shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees. 18.5. Survival of Terms. Consultant's covenants and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement. Consultant'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 $2 million. Page 16 of 21 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CONSULTANT 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. 19.0 Non-Discrimination and Equal Employment Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant covenants that it shall not discriminate, harass or retaliate against any of its employee, applicants for employment, contractors, subcontractors or subconsultants because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or any other basis prohibited by law. Consultant further covenants that in the performance of this Agreement, Consultant shall not discriminate, harass or retaliate against any of City's elected or appointed officials, officers, employees, consultants, contractors, subcontractors, or subconsultants on any such basis prohibited by law. 20.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 21.0 Prevailing Wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 22.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 23.0 Severability Page 17 of 21 The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 24.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Orange County, California, shall be the venue for any action or proceeding that may be brought by reason of, that arises out of, and/or relates to any dispute under this Agreement (whether contract, tort or both). 25.0 No Third Party Beneficiaries This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement. 26.0 Waiver No delay or omission to exercise any right, power or remedy, accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (i) effective unless it is in writing and signed by the Party making the waiver, (ii) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (iii) deemed to constitute a continuing waiver unless the writing expressly so states. 27.0 Prohibited Interests; Conflict of Interest 27.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. Page 18 of 21 27.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 27.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non- contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section. 28.0 Final Payment Acceptance Constitutes Release The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents. 29.0 Corrections In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 30.0 Non-Appropriation of Funds Page 19 of 21 Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 31.0 Mutual Cooperation 31.1. City's Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement. 31.2. Consultant's Cooperation. Consultant agrees to work closely and cooperate fully with City's representative and any other agencies that may have jurisdiction or interest in the work to be performed. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires. 32.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 33.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 34.0 Titles and Headings The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it. 35.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy Page 20 of 21 between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 36.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONSULTANT: GALLAGHER BENEFIT SERVICES, INC., a Delaware corporation By: •� - - , "al'O. r` 11117 . Ingram, City anage i By: I` Name: / Its: .-- Attest: A By: ";.�jo , Name: By: v —it`/ Its: Gloria D. H. pews Clerk (Please note, two signatures required for corporations pursuant to California Approved as to Form: Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president By: or any vice president, and (ii) the Nicholas Ghirelli, City Attorney secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) Page 21 of 21 City of Seal Beach COMPENSATION STUDY PROPOSAL February 7, 2024 Gallagher, formerly known as Koff& Associates GEORG S. KRAMMER Managing Director, Compensation and Rewards Consulting 2835 Seventh Street Berkeley, CA 94710 georg_krammer@ajg.com Tel: 510.658.5633 Fax: 510.652.5633 Gallagher Insurance I Risk Management I Consulting Gallagher Insurance Risk Management Consulting February 7, 2024 Mr. Patrick Gallegos Assistant City Manager 211 Eighth Street Seal Beach, CA 90740 Dear Mr. Gallegos: Thank you for the opportunity to provide a cost proposal for a Compensation Study for the City of Seal Beach ("City"). We are most interested in assisting the City with this important study and feel that we are uniquely qualified to provide value to your organization based on our experience working with other cities, counties, special districts,joint-powers associations, and other public agencies. Gallagher, formerly known as Koff&Associates, ("Gallagher/K&A") is an experienced Human Resources and Recruitment Services firm providing human resources services to cities, counties, special districts, courts, educational institutions, and other public agencies for over 40 years. Our team has achieved a reputation for working successfully with management, employees, employee representation, and governing bodies. We believe in a high level of dialogue and input from study stakeholders and our proposal speaks to that level of effort. Our team's extra effort has resulted in close to 100% implementation of all our classification and compensation studies. Gallagher/K&A ensures that each of our projects is given the appropriate resources and attention, resulting in a high level of quality control, excellent communication between clients and our office, commitment to meeting timelines and budgets, and a consistently high-caliber work product. As a Managing Director of Gallagher/K&A, I would assume the role of Project Director and be responsible for the successful completion of project. I can be reached at our Berkeley address and the phone number listed on the cover page. My email is georg_krammer@ajg.com. This proposal will remain valid for at least 90 days from the date of submittal. Please call if you have any questions or wish additional information. We look forward to the opportunity to provide professional services to the City of Seal Beach. Sincerely, LytortS.baku.AAA.A,,* Georg S. Krammer Managing Director,Compensation and Rewards Consulting 02023 Arthur J.Gallagher&Co.All rights reserved • R Gallagher Insurance Risk Management Consulting Firm Qualifications Gallagher, formerly known as Koff & Associates, ("Gallagher/K&A") is a full-spectrum, public-sector human resources and recruitment services firm; Gallagher/K&A has been assisting cities, counties, special districts, joint powers associations, courts, educational institutions, and other public agencies with their human resources needs for over 40 years and we have offices all throughout California, the Western Region, as well as across the nation. We are familiar with the various public sector organizational structures, agency missions, operational and budgetary requirements, and staffing expectations. We have extensive experience working in both union and non-union environments, working with City Councils, County Commissions, Boards of Directors, Boards of Supervisors, Boards of Trustees, Boards of Education, Merit Boards, and Joint Power Authorities. The firm's areas of focus are classification and compensation studies (approximately 70% of our workload); executive search and staff recruitments; and organizational development/assessment studies. Without exception, all our classification and compensation studies have successfully met all our intended commitments; communications were successful with employees, supervisors, management, and union representatives; and we were able to assist each agency in successfully implementing our recommendations. All studies were brought to completion within stipulated time limits and proposed budgets. Our long list of clients (please see https://koffassociates.com/our-clients/) is indicative of our firm's reputation as being a quality organization that can be relied on for producing comprehensive, sound, and cost-effective recommendations and solutions. Gallagher/K&A has a reputation for being "hands on"with the ability and expertise to implement its ideas and recommendations through completion in both union and non-union environments. Gallagher/K&A relies on our stellar reputation and the recommendations and referrals of past clients to attract new clients. Our work speaks for itself and our primary goal is to provide professional and technical consulting assistance with integrity, honesty and a commitment to excellence. We are very proud of the fact that in working with hundreds of public agency clients and completing hundreds of classification and/or compensation and other types of studies, we have only had a handful of formal appeals in our entire history. Especially when it comes to compensation, we know we are dealing with people's livelihoods and we take that very seriously. We are human resources professionals by trade and at heart and always keep the human aspect at the forefront of our problem solving methodologies. Our guiding principle of assisting public agencies for the greater good of their people and the communities they serve has been the backbone of our culture of integrity and ethics. Our values of being public-spirited, resourceful, curious, and courageous help us succeed in being very client-centric, fully invested in our work and finding the best solutions for our clients, and in applying a synergistic approach to all of our projects. C2023 Arthur J.Gallagher&Co.All rights reserved. Gallagher Insurance Risk Management Consulting About the Larger Gallagher Value Proposition: The ability to deliver comprehensively structured human capital solutions to clients is Gallagher's signature in the marketplace. At Gallagher, we want to know what makes your organization unique. We listen intently to learn about your culture and priorities and delve deeply into all the FAMILY RUN details that matter when balancing human capital Founded to 1927 needs with financial sustainability. This single-minded focus on excellence—characterized by innovation and creativity—is the driving force behind every Gallagher engagement. Company History: Arthur J. Gallagher & Co. opened its doors for business in 1927 and is still "growing °•.1 strong" because of a practiced ability to help clients • think ahead. Founded by its namesake who was previously the leading producer for Chicago's largest ;-1 insurance brokerage, Gallagher is now one of the world's largest human capital, insurance brokerage t, and risk management services firms. Headquartered in Rolling Meadows, IL, we have operations in 33 • countries, and extend our client-service capabilities to more than 90 countries through a global network of 39,000+ correspondent brokers and consultants. Employees world,. Since 1961, we've been helping clients overcome business barriers and create new opportunities to cost- f< effectively attract, retain and productively engage the 850+ , • best performers in their field. Gallagher started trading , on the NYSE under the symbol AJG in 1984. r Company Culture and Philosophy: The ideals, 150+ Jr principles and values embodied by the founder whose coun'ues name still appears on our door are part of our corporate SE"�' DNA. w miWORLD'S MOST $6 9B Gallagher's approach to business, cultivated through c ETHICAL ' eroke,age&ktsk N COMPANIES three generations of family leadership, has always Manapemerx Revenues centered on creating relationship value as true partners E f H I SPHERE c2o2q to our clients. Gallagher's interactions with you will be straightforward and candid. By earning the trust of our clients, we've sustained a reputation for ethics and a commitment to transparency that continue to contribute to our growth. In fact, Gallagher was the first insurance broker named to the Ethisphere® Institute's annual list of the World's Most Ethical Companies in 2012 — and has earned this recognition for twelve consecutive years, through 2023. This is a tremendous achievement: annually, less than 150 companies based in 24 countries and 02023 Arthur J.Gallagher&Co.All rights reserved. Gallagher Insurance Risk Management Consulting representing 57 industry categories received this honor. Gallagher is the only insurance broker to have ever been recognized (World's Most Ethical Release). The high standards of conduct we've set for our external professional relationships are the same rules we follow internally. The Gallagher Way, a one-page document that outlines our 25 shared values, was written in 1984 but is just as culturally relevant today. It speaks to the value of relationships and several tenets set guidelines for ethical behavior. Gallagher combines innovative solutions, thoughtful advice, and honest business practices to minimize risk and help fuel your success. Human Resource and Compensation Consulting Practice: Gallagher's Human Resources &Compensation Consulting practice, of which the former K&A team is now a part, empowers clients to attract talent, manage staff, develop leaders, and reward success—leveraging the power of Gallagher and wisdom of experience to produce an engaged and productive workforce. Tapping into expertise that spans the spectrum of human resources at every level, we can assemble flexible compensation and consulting solutions that improve efficiency and fiscal sustainability. Our practice is a combination of some of the most respected names in human resources and compensation consulting. Bringing together experts from compensation, performance, search, survey, and leadership fields, Gallagher empowers clients with tools for the entire lifecycle of employment management. With an experienced team of 185 consultants located in 13 offices across the United States and Canada, our services include: Classification and Compensation HR Management Employee Engagement Search and Interim Placement Executive Compensation Custom Salary and Benefit Surveys Organizational Development Governance Consulting C2023 Arthur J.Gallagher&Co.All Fights reserved. K .1?.4 Gallagher Insurance Risk Management Consulting Scope of Work We understand the City is seeking to conduct a base compensation study with the following scope of work to be performed: Survey the following part-time classifications: o Beach Lifeguard o Crossing Guard o Executive Assistant o Maintenance Aide o Office Specialist o Police Aide o Recreation Coordinator o Recreation Facility Leader Survey the 12 comparators from the 2017 study, and add up to 2 more for the Beach Lifeguard (and potentially for all 8 benchmarks). Survey base salaries: include hourly minimums (bottom step) and maximums (top step) to see what ranges of pay the market bears; based on that, we will work with the City to determine whether a 3-or 4-or 5-step salary range structure makes most sense for each studied classification. Develop salary range recommendations for each studied classification (in terms of structure, number of steps, etc.). Develop final report. C2023 Arthur J.Gallagher&Co.All rights reserved sq a Gallagher Insurance Risk Management Consulting Time Requirements The following is a suggested timeline (which can be modified based on the City's needs—for example, Milestones C and D's timeline could be shortened depending on how quickly the City is able to review the market survey results and proceed with the conversation about compensation strategy and structure): MILESTONES COMPENSATION Sill/DVCOMPLETION BY A Project Kickoff Meetings, Initial Documentation Review, Week 1 and Determination of Survey Elements B. Market Survey Delivery Weeks 2-6 C Draft Compensation Findings/Stakeholder Review and Weeks 7-9 Feedback D Development of Recommendations, Final Reports, and Weeks 10-12 Presentations Cost Proposal Due to a shift in our industry to conducting studies virtually and our own efforts to be as green a business as possible(which our public agency clients always appreciate), our cost proposal assumes that all meetings and presentations will be conducted virtually/remotely and no onsite travel to City offices will occur. Should the City desire onsite meetings,we will be happy to provide our per diem cost for onsite meetings based on travel time and market rate travel cost at the time. MILESTONES COMPENSATION STUDY AMOUNT BILLING STRUCTURE Invoice#1: One Ongoing Project Status Meetings throughout the Study $800 third of Project Fee upon Contract Execution-$6,666 A Project Kickoff Meetings, Orientations, $1,800 and Determination of Survey Elements Market Survey Delivery (8 benchmark Invoice#2-$6,667 B. classifications and up to 14 comparator $10,000 agencies) _ C Draft Compensation Findings/Stakeholder $1,400 N/A Review and Feedback Development of Recommendations, Final Remaining Project D. $6,000 Fee: Invoice#3- Reports, and Presentations $6,667 Total Fee for Compensation Study $20,000 $20,000 Expenses are included in the project fee N/A N/A Expenses include but are not limited to duplicating documents, binding reports,phone, supplies,postage TOTAL PROJECT COST I $20,000 $20,000 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. 02023 Arthur J.Gallagher&Co.All rights reserved. rerr a 6 z 9 Gallagher Insurance Risk Management Consulting Contractual Considerations We will be pleased to sign the City's professional services agreement for a Compensation Study. We respectfully request that the City will allow for a period of negotiation of certain terms in the professional services contract related to liability, indemnity, insurance, and other terms. We have found that we have always come to an agreement with all our clients in the past and appreciate the City's flexibility in reviewing certain terms in a collaborative fashion between our legal counsels. It is our practice to provide the coverage below in lieu of the City contract insurance language. We therefore propose to replace the insurance language in the RFP's sample agreement with coverage language provided by Gallagher as follows: Gallagher shall at all times during the term of this Agreement and for a period of two(2)years thereafter, obtain and maintain in force the following minimum insurance coverages and limits at its own expense: Commercial General Liability (CGL) insurance on an ISO form number CG 00 01 (or equivalent) 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, and completed operations, on an occurrence basis, with limits no less than $2,000,000 per occurrence; Workers Compensation insurance with statutory limits, as required by the state in which the work takes place, and Employer's Liability insurance with limits no less than$1,000,000 per accident for bodily injury or disease. Insurer will be licensed to do business in the state in which the work takes place; Automobile Liability insurance on an ISO form number CA 00 01 covering all hired and non- owned automobiles with limit of $1,000,000 per accident for bodily injury and property damage; Umbrella Liability insurance providing excess coverage over all limits and coverages with a limits no less than $10,000,000 per occurrence or in the aggregate; Errors & Omissions Liability insurance, including extended reporting conditions of two (2) years with limits of no less than $5,000,000 per claim, or$10,000,000 in the aggregate; Cyber Liability, Technology Errors & Omissions, and Network Security & Privacy Liability insurance, including extended reporting conditions of two (2) years with limits no less than $2,000,000 per claim and in the aggregate, inclusive of defense cost; and Crime insurance covering third-party crime and employee dishonesty with limits of no less than $1,000,000 per claim and in the aggregate. All commercial insurance policies shall be written with insurers that have a minimum AM Best rating of no less than A-VI, and licensed to do business in the state of operation. Any cancelled or non-renewed policy will be replaced with no coverage gap, and a Certificate of Insurance evidencing the coverages set forth in this section shall be provided to Client upon request. ©2023 Arthur J.Gallagher&Co.All rights reserved Gallagher Insurance Risk Management Consulting Signature Page Gallagher, formerly known as Koff& Associates, intends to adhere to all of the provisions described. This proposal is valid for 90 days. Respectfully submitted, By: GALLAGHER, FORMERLY KNOWN AS KOFF & ASSOCIATES, State of California -,M,S.(0)CtAkkkkkAjk.k Georg S. Krammer February 7, 2024 Managing Director, Compensation and Rewards Consulting ©2023 Arthur J.Gallagher&Co.All rights reserved. -' IC • • • / Gallagher insurance ( Risk Management I Consulting 02023 Arthur J.Gallagher&Co.At rights reserved. • - - -� ti% Gallagher Insurance Risk Management I Consulting Formerly Koff&Associates November 17, 2023 Dear valued client. In April of 2021, Koff&Associates became a division of Gallagher Benefit Services. Inc. As of October 2023, our remittance information has changed: Please make future payments to Gallagher Benefit Services, Inc. Below is our updated remittance information. Please remit electronic payment via ACH as follows: Financial institution: BMO Harris Bank NA Address: 320 S. Canal Street, Chicago, IL 60606 Account name: Gallagher Benefit Services, Inc. IHS Lockbox Account Routing number: 071000288 SWIFT: HATRUS44 Account number: 2650778 Please email ACH remittance details and direct questions to Kansas.city-4.GBS.AR@ajg.com For check payments, please mail checks to: Gallagher Benefit Services. Inc PO Box 71696 Chicago, IL 60694-1696 Thank you! Elise Johnson Contract Administrator G,; Gallagher Insurance I Risk Management I Consulting Formerly Koff&Associates D 510.426.5685 Elise_Johnson@ajg.com Branch office: 2835 Seventh Street ©2023 Arthur J.Gallagher&Co. DATE(MM/DD/YYYY) A CC)RO CERTIFICATE OF LIABILITY INSURANCE 10/1/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Direct All Inquiries to Email Arthur J. Gallagher Risk Management Services LLC PHONE FAX 300 S Riverside Plaza Ste 1500 INC.No.ExtL (A/C,No): Chicago IL 60606 ADDDRREESS: Chi_Certificates@ajg.com INSURER(S)AFFORDING COVERAGE NAIC f INSURER A:Arch Insurance Company 11150 INSURED INSURER B:Arch Indemnity Insurance Company _ _30830 Gallagher Benefit Services. LLC. Koff&Associates INSURERC: —4-. 2835 Seventh Street INSURERD: _ Berkeley CA 94710 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:1036207258 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS TYPE OF INSURANCE ADDL SUER. POLICY EFF POLICY EXP LIMITS LTR MSC) WVD POLICY NUMBER (MM/DO/YYYY) (MM/DO/YYYYI A X COMMERCIAL GENERAL LIABILITY ,Y ' Y 41GPP4938417 10/1/2024 10/1/2025 EACH OCCURRENCE _ _ $2,000,000 DAMAGE TO RENTED CLAIMS-MADE I X I OCCUR PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEM_AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY jEa X LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y 41CAB4938317 10/1/2024 10/1/2025 COMBINED SINGLE LIMIT $5,000,000 A 41CAB4939017 10/1/2024 10/1/2025 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS _ x HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE 5 EXCESS LIAB I 1 CLAIMS-MADE AGGREGATE DE: RETENTIONOTH- S $ A WORKERS COMPENSATION Y 44WCI0501917 10/1/2024 10/1/2025 X B AND EMPLOYERS'LIABILITY y/N 41WC;14938117 10/1/2024 10/1/2025 s TU7E ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT S 1,000,000 OFFICER/MEMBEREXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below ; E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) General Liability: General Aggregate Per Location Subject to$10 Mil Policy aggregate. City of Seal Beach. its elected and appointed officials,officers,employees,agents, and volunteers are included as additional insureds on the General Liability policy as required by written contract pursuant to and subject to the policy's terms,definitions,conditions and exclusions.The insurance provided in the General Liability policy is primary and any other insurance shall be excess only. and not contributing.Waiver of Subrogation applies in favor of Additional Insured on General Liability,Auto Liability and Workers Compensation Policies as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach 211 Eighth Street Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE 4— ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM LIOOUR LIABILITY FORM PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person or organization who is required under a written contract with you to be included as an insured under this policy, but only with respect to liability arising out of your operations or premises owned by or rented to you. All other terms and conditions of this policy remain unchanged. Endorsement Number: Policy Number: 41GPP4938417 Named Insured: Arthur J. Gallagher, LLC This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 10/01/2024 00 GL0596 00 04 10 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 A Arch Indemnity Insurance Company 44WCI0501917 TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for th s endorsement is shown in the Schedule. Schedule 1. ❑ Specific Waiver Name of person or organization IXI Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: INCLUDED The premium charge for this endorsement shall be percent of the premium developed on payroll in con- nection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: INCLUDED This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/01/2024 Policy No. 44WCI0501917 Endorsement No. Named Insured: Arthur I. Gallagher, LLC Premium $ INCL. Insurance Company Arch Indemnity Insurance Company Countersigned By DATE OF ISSUE: WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 0OL ICY NUMBER: 41 WCI4938117 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE ANY PERSON OR ORGANIZATION WHERE WAIVER OF OUR RIGHT TO RECOVER IS REQUIRED BY WRITTEN CONTRACT WITH SUCH PERSON OR ORGANIZATION PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF THE LOSS . This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the poicy.) Endorsement Effective 10/01/2024 Policy No 41 WCI4938117 Endorsement Named Insured: Arthur J. Gallagher, LLC Premium $ INCL. Insurance Company ARCH INSURANCE COMPANY Countersigned By DATE OF ISSUE: 1983 National Council on Compensation Insurance. POLICY NUMBER: 41GPP4938417 COMMERCIAL GENERAL LIABILITY CG24040509 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION WHERE WAIVER OE OUR RIGHT TO RECOVER REQUIRED BY WRITTEN CONTRACT WITH SUCH PERSON OR ORGANIZATION 'PCVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE LOSS . Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The fo lowing is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV —Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or ~your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 0 COMMERCIAL GENERAL LIABILITY CG20010413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance;and CG 20 01 04 13 ©Insurance Services Office, Inc., 2012 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following BUSINESS AUTO COVERAGE FORM Section IV- Business Auto Conditions, A. - Loss Conditions, 5. - Transfer of Fights of Recovery Against Others to Us. is amended by the addition of the following: However, we will waive any right of recovery we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an "accident"or 'loss"if: (1) The "accident" or 'loss" is due to operations undertaken in accordance with the contract existing between you and such person or organization;and (2) The contract or agreement was entered into prior to any "accident"or 'loss". No waiver of the right of recovery will directly or indirectly apply to your employees or employees of the person or organization, and we reserve our rights or ben to be reimbursed from any recovered funds obtained by any injured employee. Al other terms and conditions of the Policy remain unchanged Endorsement Number: Policy Number: 41CAB4938317 Named Insured: Arthur J. Gallagher, LLC This endorsement is effective cn the inception date of this policy unless otherwise stated herein_ Endorsement Effective Date: 10/01/2024 00 CA0080 00 04 08 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following BUSINESS AUTO COVERAGE FORM Section IV- Business Auto Con ltions, A. - Loss Conditions, 5. - Transfer of lights of Recovery Against Others to Us. s amended by the addition of the following: However, we will waive any right of recovery we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an 'accident"or "loss"if: (1) The "accident" or "loss" is due to operations undertaken in accordance with the contract existing between you and such person or organization:and (2) The contract or agreement was entered into prior to any "accident"or loss". No waiver of the right of recovery will directly or indirectly apply to your employees or employees of the person or organization, and we reserve our rights or lien to be reimbursed from any recovered funds obtained by any injured employee. All other terms and conditions of the Policy remain unchanged Endorsement Number: Policy Number 41CAB4939017 Named Insured: Arthur J. Gallagher, LLC This endorsement is effective cn the inception date of this policy unless otherwise stated herein. Endorsement Effective Date 10/01/2024 ARCH INSURANCE COMPANY rn 00 CA0080 00 04 08 ' �r 1 DATE(MM/DD/YYYY) ACORL CERTIFICATE OF LIABILITY INSURANCE 9/27/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Arthur J. Gallagher Risk Management Services, LLC PHONE FAX 300 S Riverside Plaza Ste 1500 1Atc No.Est):312-704-0100 Urc,No):312-803-7443 Chicago IL 60606 ADD ESS: certrequests@ajg.com INSURER(S)AFFORDING COVERAGE NAIL I INSURER A:Lexington Insurance Company 19437 INSURED ARTHJGA113 INSURER B:XL Specialty Insurance Company 37885 Arthur J Gallagher&Co and its Subsidiaries 2850 West Golf Road INSURER C:Underwriters at Lloyd's London 15792 Rolling Meadows, IL 60008 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:793143887 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE 'ADDL'SUBRT POLICY EFF POLICY EXP LIMITS LTR INSD WVD' POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? N/A 1 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Errors&Omissions 014629885 10/1/2024 10/1/2025 Per Claim/Aggregate $12,000,000 B Excess Errors&Omissions ELU192671-24 10/1/2024 10/1/2025 Per Claim/Aggregate $10,000,000 C Excess Errors 8 Omissions FI0121924 10/1/2024 10/1/2025 Per Claim/Aggregate $13,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Coverage extends to:Gallagher Benefit Services. Inc. Koff&Associates 2835 Seventh Street Berkeley.CA 94710 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Seal Beach ACCORDANCE WITH THE POLICY PROVISIONS. 211 Eighth Street Seal Beach CA 90740 AUTHO IZED REPRESENTATIVE USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AC oRCP CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYV) 9/27/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Arthur J. Gallagher Risk Management Services, LLC PHONE FAX 300 S Riverside Plaza Ste 1500 (A/C.No.Eat):312-704-0100 (A/C.No):312-803-7443 Chicago IL 60606 ADDRESS: certrequests@pjg.com INSURER(S)AFFORDING COVERAGE NAIC a INSURER A:Lexington Insurance Company 19437 INSURED ARTHJGA113 INSURER B:XL Specialty Insurance Company 37885 Arthur J Gallagher&Co and its Subsidiaries 2850 West Golf Road INSURER c:Underwriters at Lloyd's London 15792 Rolling Meadows, IL 60008 INSURER D: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:793143887 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXPM/ LIMITS LTR INSD WVD POLICY NUMBER (MDDVYYYY) (MWDD/VYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCEDAMAGE TO RENTED $ CLAIMS-MADE OCCUR PREMISES Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY _ AUTOS ONLY (Per accident) UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER AND EMPLOYERS'LIABILITY Y/N STATUTE ERH ANYPROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Errors&Omissions 014629885 10/1/2024 10/1/2025 Per Claim/Aggregate $12,000,000 B Excess Errors&Omissions ELU192671-24 10/1/2024 10/1/2025 Per Claim/Aggregate $10,000,000 C Excess Errors&Omissions FI0121924 10/1/2024 10/1/2025 Per Claim/Aggregate $13,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Coverage extends to:Gallagher Benefit Services,Inc. Koff&Associates 2835 Seventh Street Berkeley,CA 94710 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Seal Beach ACCORDANCE WITH THE POLICY PROVISIONS. 211 Eighth Street Seal Beach CA 90740 AUTHO IZED REPRESENTATIVE USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Arthur J. Gallagher Risk Management Services, LLC 300 S Riverside Plaza Ste 1500 Chicago IL 60606 MDG2024 00009422 01 "'111'II'I'Ili-11111i.IIIIIIIIIIIII'IIIII'I1111IIliiui1111 rid City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 We are providing you with a Certificate of Insurance confirming our client's coverage. Want to get certificates of insurance faster? "Go Green with Gallagher" by receiving digital copies of certificates via e-mail in the future. Or, do you no longer require a certificate of insurance for our client? Please contact us at COI.UpdateMyEmail@AJG.com and provide the following information for processing: 1. Confirmation that a certificate of insurance is no longer required; or 2. E-mail address to send future certificates of insurance in lieu of U.S. Mail delivery 3. Insured Code: ARTHJGA113 4. This Certificate Number: 793143887 To learn more about the Insurance and Risk Management Services offered by Gallagher, please visit us at www.ajg.com/us/about-us/how-we-work/core-360. Gallagher does not share your e-mail as detailed in our privacy policy found at https:// www.ajg.com/us/privacy-policy/. a N O n O N N �QXOsS