Loading...
Gallagher Benefit Services Inc (Koff and Associates) - FY2023-058-02AMENDMENT NO. 2. TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 2.”) by and between the CITY OF RANCHO PALOS VERDES a California municipal corporation (“City”) and GALLAGHER BENEFIT SERVICES INC., a Delaware corporation (herein “Consultant”) is effective as of January 16, 2024. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated April 18, 2023 (“Agreement”) whereby Consultant agreed to provide services related to the recruitment until two Associate and two Senior Civil Engineers are hired by the City or until November 1, 2023, whichever occurs first (the “Services”), for a Contract Sum of Forty Thousand Dollars ($40,000.). B. On October 17, 2023, the City and Consultant entered Amendment No. 1 to the Agreement for the purposes of extending the Term of the Agreement for Consultant’s Services through May 1, 2024. Amendment No. 1 made no changes to the Contract Sum. C. City and Consultant now desire to expand Consultant’s Services to include recruitment of a Principal Engineer/City Engineer, Human Resources Manager/Risk Manager and additional marketing for Public Works positions, and to increase the compensation by an additional $44,050, for a new Contract Sum of $84,050. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 2.1, Contract Sum, is amended to read: For services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with “Schedule of Compensation” attached hereto as Exhibit “B” and incorporated herein by this references, but not exceeding the maximum contract amount of Forty Thousand Dollars ($40,000)$84,050 (Eighty Four Thousand Fifty Dollars) (“Contract Sum”) which sum includes all needed out-of-pocket expenses. b. Exhibit “A” Scope of Services & Schedule of Performance is deleted in its entirety and replaced with Exhibit “A” Amendment No. 2 Scope of Services & Schedule of Performance, attached hereto and incorporated by reference. c. Exhibit “B” Schedule of Compensation is deleted in its entirety and replaced with Exhibit “B” Amendment No. 2 Schedule of Compensation, attached hereto and incorporated by reference. DocuSign Envelope ID: BBDA9444-BF4B-4BBF-9987-1A4D1B735012 -2- 01203.0004/950342.1 2. Continuing Effect of Agreement. Except as amended by Amendment Nos. 1 and 2, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 2 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 2, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 5. Authority. The persons executing this Amendment No. 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executin g this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: BBDA9444-BF4B-4BBF-9987-1A4D1B735012 -3- 01203.0004/950342.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation John Cruikshank, Mayor ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Elena Q. Gerli, City Attorney CONSULTANT: GALLAGHER BENEFIT SERVICES, INC., a Delaware corporation By: Georg S. Krammer Managing Director By: Catherine B. Kaneko Managing Director Address: 2835 Seventh Street Berkeley, California 94710 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. DocuSign Envelope ID: BBDA9444-BF4B-4BBF-9987-1A4D1B735012 01203.0004/950342.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2024 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: BBDA9444-BF4B-4BBF-9987-1A4D1B735012 01203.0004/950342.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2024 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE DocuSign Envelope ID: BBDA9444-BF4B-4BBF-9987-1A4D1B735012 01203.0004/950342.1 EXHIBIT “A” AMENDMENT NO. 2 SCOPE OF SERVICES & SCHEDULE OF COMPENSATION I. Consultant will perform the recruitment services for the following positions. If the successful candidates are terminated or leave the City within one year from the date of hire, Consultant agrees that it shall conduct a new search to replace the same at no cost to the City, except expenses incurred by Consultant. A. Two Associate Civil Engineers and Two Senior Civil Engineers Task 1: Develop Candidate Profile Consultant shall coordinate with the City in identifying and developing: • The various organizational needs, vision, mission, goals, strengths, challenges, opportunities, and culture of the organization; • Position competency requirements, i.e., knowledge, skills, and abilities; • Personal and professional attributes required of and priorities for the new incumbent; • Type of working relationship senior leadership desire with the new incumbent; • Advertising strategies in conjunction with a national and/or regional outreach campaign; • Compensation levels; and • Schedule of deliverables from Consultant to City’s Contract Officer. Task 2 – Brochure Design & Posting Consultant shall develop and produce a recruitment brochure to be approved by City’s Contract Officer. Such brochure will highlight the strengths of City and the surrounding community. Such brochure will feature the organizational structure and services of City, its mission and goals, pertinent facts regarding the position, and necessary and desirable candidate qualifications. Task 3 – 30-Day Window of Application & Sourcing Consultant shall, as approved by City’s Contract Officer: • Identify prospects; • Provide each potential candidate with access to the recruitment brochure; • Capture interested candidates in our recruitment project database; and DocuSign Envelope ID: BBDA9444-BF4B-4BBF-9987-1A4D1B735012 01203.0004/950342.1 • Provide representative data to tell the full story. Task 4: Recommendation of Candidates Consultant shall, in coordination with and subject to the approval of City’s Contract Officer, narrow the pool to the most highly qualified candidates and to establish best organizational fit of each potential finalist. This screening process shall assess the personal and professional attributes City has identified and will focus on each candidate’s ability, technical competency, and fit with the City’s values, culture, and needs. Such assessment will consist of: • Experience and qualifications; • Cultural fit based on our understanding of important intangibles; • Clarity of any issues identified in the submitted documents; • Reasons for position interest; • The level of commitment to the position and the organization; • And other issues, including salary requirements will be discussed. Thereafter, Consultant will submit to City’s Contract Officer for review detailed summaries of each candidate advanced to the interview phase and will manage, plan, arrange, and conduct all interviews in coordination with City’s Contract Officer. Such summary shall include: • Analysis and recommendations; • Representative data; • All candidate documents; • Any additional relevant information the applicants have submitted. Task 5 - Interview Preparation Consultant shall, in cooperation with City’s Contract Officer, develop interviewing strategies and a set of key questions that will help analyze candidates’ qualifications and management/workstyle. Consultant will facilitate all necessary communications with the assigned panel and candidates to ensure everyone is well prepared. Consultant shall, in cooperation with City’s Contract Officer, develop interview questions designed to elicit information, not only about each candidate’s technical skillset and experience but also their leadership skills, adaptability, political astuteness, self-awareness, and other important aspects of the ideal candidate profile. Questions, evaluation tools, and DocuSign Envelope ID: BBDA9444-BF4B-4BBF-9987-1A4D1B735012 01203.0004/950342.1 additional materials will be assembled in intuitive and user-friendly on-site interview binders. Task 6 – Facilitation of Interviews Consultant shall, in cooperation with City’s Contract Office, coordinate all candidate correspondence, travel arrangements and record keeping on behalf. Consultant will provide oversight during the panel interview process and facilitate a focused discussion with City’s Contract Officer at the conclusion of the interviews to identify the most qualified candidates for the hiring round of interviews. An interview panel to be assembled in cooperation with and subject to the consent of City’s Contract Officer, will conduct candidate interviews and narrow the field of candidates to two or three finalists who are then asked back for a second and final interview. This list of finalists will be prepared for review and consideration by City’s City Manager. Task 7: Background, References, and Offer Consultant shall conduct all background checks in coordination with a third-party vendor, approved by City’s Contract Officer, to verify educational degrees and employment records and confirm clear driving records, criminal records, and financial history/credit. A written report of the same shall be provided for each finalist to City’s Contract Officer. At the election of City’s Contract Officer, Consultant will facilitate and lead the negotiations of the final terms and conditions of employment, such as the compensation package, benefits, and other terms and conditions of employment with City. Consultant will notify all candidates not selected as finalists for the position. DocuSign Envelope ID: BBDA9444-BF4B-4BBF-9987-1A4D1B735012 01203.0004/950342.1 B. Principal/City Engineer; Human Resources Manager/Risk Manager [continued on next page] DocuSign Envelope ID: BBDA9444-BF4B-4BBF-9987-1A4D1B735012 01203.0004/950342.1 SCHEDULE OF COMPENSATION Two Associate Civil Engineers and two Senior Civil Engineers: Consultant shall perform the Services for the civil engineer positions for a flat fee of $40,000. The all-inclusive fee includes professional fees and expenses (out-of-pocket costs associated with advertising, consultant travel, administrative support/printing/copying/postage/materials, telephone/ technology, partial background checks on recommended candidates, and full background check on selected finalist only). Travel expenses of selected candidates is not included in this flat fee. DocuSign Envelope ID: BBDA9444-BF4B-4BBF-9987-1A4D1B735012 01203.0004/950342.1 • Koff & Associates, a Gallagher Company, to assist with the recruitment for the Associate Engineer (Transportation) & the Senior Civil Engineer (Transportation) • Total not-to-exceed professional fee of $20,000, which includes all professional services and expenses, including brochure development and design, advertising, printing and shipping, associated consultant travel if required, and background. • Invoices will be billed in equal monthly increments: • Completion of Month 1 • Completion of Month 2 • Completion of Month 3 Principal Engineer/City Engineer A contingency fee of $2,050 is added to the above for additional advertising, if needed, which shall only include actual cost of advertising and no additional labor costs. Project Professional Fee and Expenses DocuSign Envelope ID: BBDA9444-BF4B-4BBF-9987-1A4D1B735012 01203.0004/950342.1 Human Resources Manager/Risk Manager For all recruitments: Consultant shall bill City in equal increments for services rendered in connection with the Agreement. If the successful candidates are terminated or leave the City within one year from the date of hire, Consultant agrees that it shall conduct a new search to replace the same at no cost to the City, except expenses incurred by Consultant. DocuSign Envelope ID: BBDA9444-BF4B-4BBF-9987-1A4D1B735012 01203.0004/950342.1 EXHIBIT “B” AMENDMENT NO. 1 SCHEDULE OF PERFORMANCE I. Consultant shall perform all Services timely in accordance with the following schedule, applicable for each candidate search, which will begin on a date to jointly determined by Consultant and City’s Contract Officer at the commencement of the Services. Search efforts for each recruitment generally take 12-14 weeks to complete, allowing enough time for all steps of the process and City’s schedule. Step 1 will begin no later than two weeks following execution of the Agreement and of any Amendments thereto. DocuSign Envelope ID: BBDA9444-BF4B-4BBF-9987-1A4D1B735012 Certificate Of Completion Envelope Id: BBDA9444BF4B4BBF99871A4D1B735012 Status: Completed Subject: Complete with DocuSign: City of RPV_PART EXEC Amend 2.pdf Source Envelope: Document Pages: 13 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 0 Eileen Jacinto AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 ejacinto@rpvca.gov IP Address: 172.248.138.23 Record Tracking Status: Original 1/18/2024 4:35:20 PM Holder: Eileen Jacinto ejacinto@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Georg S. Krammer Georg_Krammer@ajg.com Managing Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 67.180.197.35 Sent: 1/18/2024 4:40:09 PM Viewed: 1/19/2024 5:29:23 PM Signed: 1/19/2024 6:00:29 PM Electronic Record and Signature Disclosure: Accepted: 1/19/2024 5:29:23 PM ID: 4b65d1c9-6d46-4103-9b4e-1f1229d47241 Catherine Kaneko Katie_Kaneko@ajg.com Managing Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 66.117.153.58 Sent: 1/19/2024 6:00:31 PM Resent: 1/23/2024 1:34:11 PM Viewed: 1/23/2024 4:15:29 PM Signed: 1/23/2024 4:15:44 PM Electronic Record and Signature Disclosure: Accepted: 1/23/2024 4:15:29 PM ID: 2622e674-5a49-4d3b-93c2-c955bab7ac2b Elena Q. Gerli egerli@awattorneys.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.112.162.3 Sent: 1/23/2024 4:15:45 PM Viewed: 1/23/2024 4:16:38 PM Signed: 1/23/2024 4:17:06 PM Electronic Record and Signature Disclosure: Accepted: 1/23/2024 4:16:38 PM ID: 2271ec1f-81a8-44c2-bd0d-84d514081892 Teresa Takaoka terit@rpvca.gov City of Rancho Palos Verdes Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 72.34.97.146 Sent: 1/23/2024 4:17:08 PM Viewed: 1/23/2024 4:21:37 PM Signed: 1/23/2024 4:21:43 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp John Cruikshank john.cruikshank@rpvca.gov Mayor Pro Tem Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 172.119.57.203 Sent: 1/23/2024 4:21:45 PM Viewed: 1/23/2024 5:15:28 PM Signed: 1/23/2024 5:15:34 PM Electronic Record and Signature Disclosure: Accepted: 1/23/2024 5:15:28 PM ID: 3e589d51-7473-450a-a87a-b62d0915ff3d In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/18/2024 4:40:09 PM Certified Delivered Security Checked 1/23/2024 5:15:28 PM Signing Complete Security Checked 1/23/2024 5:15:34 PM Completed Security Checked 1/23/2024 5:15:34 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Georg S. Krammer, Catherine Kaneko, Elena Q. Gerli, John Cruikshank Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Palos Verdes: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: terit@rpvca.gov To advise City of Rancho Palos Verdes of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at terit@rpvca.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Rancho Palos Verdes To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to terit@rpvca.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Rancho Palos Verdes To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to terit@rpvca.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with City of Rancho Palos Verdes. 01203.0004/928880.1 AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT NO. 1 to that certain AGREEMENT FOR PROFESSIONAL SERVICES (Amendment No. 1) by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (City), and GALLAGHER BENEFIT SERVICES, INC., a Delaware corporation (herein “Consultant”) is effective October 17, 2023. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated April 18, 2023 (“Agreement”) whereby Consultant agreed to provide professional services for Associate and Senior Civil Engineering Recruitment Professional Services. B. City and Consultant now desire to amend the Agreement to extend the Term through May 1, 2024. No additional compensation is contemplated. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. “Section 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force and effect until two Associate and two Senior Civil Engineers are hired by the City or until November 1, 2023, May 1, 2024 which ever shall first occur.” 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement, as amended, shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement, as amended. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement, as amended, other than as provided herein. Each party represents and warrants to the other that the Agreement, as amended, is currently an effective, valid, and binding obligation. Contractor represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement, as amended, and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement, as amended. DocuSign Envelope ID: 625D9C5C-2F32-4DEB-9547-10F250F1144B 01203.0004/928880.1 City represents and warrants to Contractor that, as of the date of this Amendment No. 1, Contractor is not in default of any material term of the Agreement, as amended, and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement, as amended. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of this Amendment, as amended, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 625D9C5C-2F32-4DEB-9547-10F250F1144B 01203.0004/928880.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ____________________________________ John Cruikshank, Mayor ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ Elena Q. Gerli, City Attorney CONSULTANT: GALLAGHER BENEFIT SERVICES, INC. By: ______________________________ Name: Georg S. Krammer Title: Managing Director 2835 Seventh Street Berkeley, California 94710 510.658.5633 KoffAssociates.com DocuSign Envelope ID: 625D9C5C-2F32-4DEB-9547-10F250F1144B 01203.0004/928880.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to th e within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 625D9C5C-2F32-4DEB-9547-10F250F1144B 01203.0004/928880.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 625D9C5C-2F32-4DEB-9547-10F250F1144B Certificate Of Completion Envelope Id: 625D9C5C2F324DEB954710F250F1144B Status: Completed Subject: Complete with DocuSign: Attachment A RPV and Gallagher - Amendment No. 1.docx Source Envelope: Document Pages: 5 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Nathan B. Zweizig AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 nathanz@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 1/8/2024 3:17:45 PM Holder: Nathan B. Zweizig nathanz@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Georg S. Krammer Georg_Krammer@ajg.com Managing Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 67.180.197.35 Sent: 1/8/2024 3:23:25 PM Viewed: 1/10/2024 11:44:31 AM Signed: 1/10/2024 3:46:35 PM Electronic Record and Signature Disclosure: Accepted: 1/10/2024 11:44:31 AM ID: 7549622b-9318-4375-ad87-dd2244664068 Elena Q. Gerli egerli@awattorneys.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.112.162.3 Sent: 1/10/2024 3:46:36 PM Viewed: 1/10/2024 3:50:00 PM Signed: 1/10/2024 3:50:14 PM Electronic Record and Signature Disclosure: Accepted: 1/10/2024 3:50:00 PM ID: 73c93e22-4c92-4a78-8664-9fe87b100230 John Cruikshank john.cruikshank@rpvca.gov Mayor Pro Tem Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 172.119.57.203 Sent: 1/10/2024 3:50:15 PM Resent: 1/11/2024 7:52:23 AM Viewed: 1/11/2024 5:09:22 PM Signed: 1/11/2024 5:09:30 PM Electronic Record and Signature Disclosure: Accepted: 1/11/2024 5:09:22 PM ID: 04361b9a-789f-4b59-a0a2-50ba9c8c7ef5 Teresa Takaoka terit@rpvca.gov City of Rancho Palos Verdes Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 75.83.180.163 Signed using mobile Sent: 1/11/2024 5:09:31 PM Viewed: 1/11/2024 6:36:23 PM Signed: 1/11/2024 6:36:37 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp City Clerk's Office cityclerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 1/11/2024 6:36:38 PM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Eileen Jacinto ejacinto@rpvca.gov Human Resources Analyst City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 1/11/2024 6:36:39 PM Viewed: 1/12/2024 8:09:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/8/2024 3:23:25 PM Envelope Updated Security Checked 1/8/2024 3:26:18 PM Certified Delivered Security Checked 1/11/2024 6:36:23 PM Signing Complete Security Checked 1/11/2024 6:36:37 PM Completed Security Checked 1/11/2024 6:36:39 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Georg S. Krammer, Elena Q. Gerli, John Cruikshank, City Clerk's Office Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Palos Verdes: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: terit@rpvca.gov To advise City of Rancho Palos Verdes of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at terit@rpvca.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Rancho Palos Verdes To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to terit@rpvca.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Rancho Palos Verdes To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to terit@rpvca.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with City of Rancho Palos Verdes. CITY OF RANCHO PALOS VERDES ASSOCIATE & SENIOR CIVIL ENGINEER RECRUITMENT PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT (herein “Agreement”) is made and entered into this 18th day of April 2023, by and between the CITY OF RANCHO PALOS VERDES, a general law city & municipal corporation, (herein “City”) and GALLAGHER BENEFIT SERVICES, INC., a Delaware corporation (herein “Consultant”). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, Consultant shall perform the services set forth in the “Scope of Services & Schedule of Performance” attached hereto as Exhibit “A” and incorporated herein by reference. Consultant warrants that all services set forth in Exhibit “A” will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit “B” and incorporated herein by this reference, but not exceeding the maximum contract amount of Forty Thousand Dollars ($40,000) (“Contract Sum”) which sum includes all needed out-of-pocket expenses. 2.2 Method of Payment. Provided that Consultant is not in default under the terms of this Agreement, Consultant shall be paid pursuant to the schedule listed on Exhibit “B.” 2.3 Availability of Funds. This Agreement is valid and enforceable only if sufficient funds are made available by the City Council of the City for the purposes of this Agreement. The availability of funding is affected by matters outside the City’s control, including other governmental entities. Accordingly, the City has the option to void the whole Agreement or to amend the Agreement to reflect unanticipated reduction in funding, for any reason. However, Consultant will still be paid for satisfactorily completed work up until the date it receives notice of non-appropriation or until the termination date listed in such notice, whichever is later. DocuSign Envelope ID: 3DADD0A4-65D6-401A-B9BA-B6C0E8BC96DE 01203.0004/869030.1 3.0 COORDINATION OF WORK 3.1 Representative of Consultant. Joshua Boudreaux, Recruiting Supervisor, Chelsea Freeman, Senior Recruiter and Tasia Dewitt, Recruiting Coordinator are hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. Consultant’s representative shall be available to be contacted by e-mail or by telephone to be provided to City’s Contract Officer. 3.2 Contract Officer(s). Ms. Karina Bañales, or her designee, is hereby designated as being the representatives of City authorized to act in its behalf with respect to the services specified herein and make those decisions designated in Exhibit “A” (“Contract Officer(s)”). She shall have the right to designate another Contract Officer(s) by providing written notice to Consultant. 3.3 Prohibition Against Subcontracting or Assignment. Except as noted herein, Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 3.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.0 INSURANCE AND INDEMNIFICATION 4.1 Insurance. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis in an amount not less than a combined single limit of $2,000,000.00 per occurrence and $4,000,000.00 products and completed operations. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Consultant and the City against any loss, claim or damage arising from any injuries or occupational diseases DocuSign Envelope ID: 3DADD0A4-65D6-401A-B9BA-B6C0E8BC96DE 01203.0004/869030.1 occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than $1,000,000.00. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Professional Liability Insurance. A policy of professional liability insurance in an amount not less than $1,000,000.00 per claim with respect to loss arising from the actions of Consultant performing professional services hereunder on behalf of the City. The Comprehensive General Liability policy of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds. With the exception of Professional Liability, the insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. In the event any of said policies of insurance are c ancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4.1 to City’s City Manager. No work or services under this Agreement shall commence until the Consultant has provided to City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by City’s City Manager. CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] ______________ Agent Initials Consultant agrees that the provisions of this Section 4.1 shall not be construed as limit ing in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A-” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VI or better, unless such requirements are waived by the Risk Manager of the City due to unique circumstances. 4.2 Indemnification. Consultant agrees to indemnify City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, including paying any legal costs, attorneys fees, or paying any judgment DocuSign Envelope ID: 3DADD0A4-65D6-401A-B9BA-B6C0E8BC96DE 01203.0004/869030.1 (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work or services of Consultant, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Consultant hereunder, or arising from Consultant's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities to the extent caused by the negligence or willful misconduct of the City. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force and effect until two Associate and two Senior Civil Engineers are hired by the City or until November 1, 2023, which ever shall first occur. 5.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon fourteen (14) days’ written notice to the other party. Upon receipt of the notice of termination, the Consultant shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer(s). In the event of termination by the City, Consultant shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer(s) and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. 6.0 MISCELLANEOUS 6.1 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 6.2 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. When requested by the Contract Officer, prior to the City’s DocuSign Envelope ID: 3DADD0A4-65D6-401A-B9BA-B6C0E8BC96DE 01203.0004/869030.1 execution of this Agreement, Consultant shall provide the City with an executed statement of economic interest. 6.4 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent b y prepaid, first-class mail, in the case of City, to the City Manager, City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. 6.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 6.6 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 6.7 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver . A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.9 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys ’ fees, whether or not the matter proceeds to judgment. 6.10. Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or DocuSign Envelope ID: 3DADD0A4-65D6-401A-B9BA-B6C0E8BC96DE 01203.0004/869030.1 association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code §§ 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant’s Authorized Initials _______ 6.10. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 3DADD0A4-65D6-401A-B9BA-B6C0E8BC96DE 01203.0004/869030.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Mayor ATTEST: City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP City Attorney CONSULTANT: GALLAGHER BENEFIT SERVICES, INC. By: Name: Georg S. Krammer Title: Managing Director 2835 Seventh Street Berkeley, California 94710 510.658.5633 KoffAssociates.com DocuSign Envelope ID: 3DADD0A4-65D6-401A-B9BA-B6C0E8BC96DE Exhibit “A” EXHIBIT "A" SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE Task 1: Develop Candidate Profile Consultant shall coordinate with the City in identifying and developing: The various organizational needs, vision, mission, goals, strengths, challenges, opportunities, and culture of the organization; Position competency requirements, i.e., knowledge, skills, and abilities; Personal and professional attributes required of and priorities for the new incumbent; Type of working relationship senior leadership desire with the new incumbent; Advertising strategies in conjunction with a national and/or regional outreach campaign; Compensation levels; and Schedule of deliverables from Consultant to City’s Contract Officer. Task 2 – Brochure Design & Posting Consultant shall develop and produce a recruitment brochure to be approved by City’s Contract Officer. Such brochure will highlight the strengths of City and the surrounding community. Such brochure will feature the organizational structure and services of City, its mission and goals, pertinent facts regarding the position, and necessary and desirable candidate qualifications. Task 3 – 30-Day Window of Application & Sourcing Consultant shall, as approved by City’s Contract Officer: Identify prospects; Provide each potential candidate with access to the recruitment brochure; Capture interested candidates in our recruitment project database; and Provide representative data to tell the full story. Task 4: Recommendation of Candidates Consultant shall, in coordination with and subject to the approval of City’s Contract Officer, narrow the pool to the most highly qualified candidates and to establish best organizational fit of each potential finalist. This screening process shall assess the personal and professional attributes City has identified and will focus on each candidate’s ability, technical competency, and fit with the City’s values, culture, and needs. Such assessment will consist of: Experience and qualifications; Cultural fit based on our understanding of important intangibles; Clarity of any issues identified in the submitted documents; Reasons for position interest; The level of commitment to the position and the organization; And other issues, including salary requirements will be discussed. DocuSign Envelope ID: 3DADD0A4-65D6-401A-B9BA-B6C0E8BC96DE EXHIBIT "A" 276/099999-3000/2160597.4 m06/26/97 Thereafter, Consultant will submit to City’s Contract Officer for review detailed summaries of each candidate advanced to the interview phase and will manage, plan, arrange, and conduct all interviews in coordination with City’s Contract Officer. Such summary shall include: Analysis and recommendations; Representative data; All candidate documents; Any additional relevant information the applicants have submitted. Task 5 - Interview Preparation Consultant shall, in cooperation with City’s Contract Officer, develop interviewing strategies and a set of key questions that will help analyze candidates’ qualifications and management/workstyle. Consultant will facilitate all necessary communications with the assigned panel and candidates to ensure everyone is well prepared. Consultant shall, in cooperation with City’s Contract Officer, develop interview questions designed to elicit information, not only about each candidate’s technical skillset and experience but also their leadership skills, adaptability, political astuteness, self-awareness, and other important aspects of the ideal candidate profile. Questions, evaluation tools, and additional materials will be assembled in intuitive and user-friendly on-site interview binders. Task 6 – Facilitation of Interviews Consultant shall, in cooperation with City’s Contract Office, coordinate all candidate correspondence, travel arrangements and record keeping on behalf. Consultant will provide oversight during the panel interview process and facilitate a focused discussion with City’s Contract Officer at the conclusion of the interviews to identify the most qualified candidates for the hiring round of interviews. An interview panel to be assembled in cooperation with and subject to the consent of City’s Contract Officer, will conduct candidate interviews and narrow the field of candidates to two or three finalists who are then asked back for a second and final interview. This list of finalists will be prepared for review and consideration by City’s City Manager. Task 7: Background, References, and Offer  Consultant shall conduct all background checks in coordination with a third-party vendor, approved by City’s Contract Officer, to verify educational degrees and employment records and confirm clear driving records, criminal records, and financial history/credit.  A written report of the same shall be provided for each finalist to City’s Contract Officer.   At the election of City’s Contract Officer, Consultant will facilitate and lead the negotiations of the final terms and conditions of employment, such as the compensation package, benefits, and other terms and conditions of employment with City. Consultant will notify all candidates not selected as finalists for the position. DocuSign Envelope ID: 3DADD0A4-65D6-401A-B9BA-B6C0E8BC96DE EXHIBIT "A" 276/099999-3000/2160597.4 m06/26/97 SCHEDULE OF PERFORMANCE This schedule will be jointly determined by Consultant and City’s Contract Officer at the commencement of the Scope of Services. Search efforts for recruitments generally take 12-14 weeks to complete, allowing enough time for all steps of the process and City’s schedule. DocuSign Envelope ID: 3DADD0A4-65D6-401A-B9BA-B6C0E8BC96DE Exhibit “B” EXHIBIT "B" SCHEDULE OF COMPENSATION Consultant shall undertake the Scope of Services for a flat fee of $40,000 total. The all-inclusive fee includes professional fees and expenses (out-of-pocket costs associated with advertising, consultant travel, administrative support/printing/copying/postage/materials, telephone/technology, partial background checks on recommended candidates, and full background check on selected finalist only). Travel expenses of selected candidates is not included in this flat fee, however the City may choose to reimburse candidates for travel to the finalist interview process. PRICING PROPOSAL Note: Expenses do not include candidate travel. Consultant shall bill City in equal increments for services rendered in. If the successful candidates are terminated or leaves the City within one year from the date of hire, Consultant agrees that it shall conduct a new search to replace the same at no cost to the City, except expenses incurred by Consultant. DocuSign Envelope ID: 3DADD0A4-65D6-401A-B9BA-B6C0E8BC96DE Certificate Of Completion Envelope Id: 3DADD0A465D6401AB9BAB6C0E8BC96DE Status: Completed Subject: Complete with DocuSign: Koff Associates PSA Source Envelope: Document Pages: 11 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 3 Nathan B. Zweizig AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 nathanz@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 4/19/2023 10:25:15 AM Holder: Nathan B. Zweizig nathanz@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Georg S. Krammer Georg_Krammer@ajg.com Managing Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 67.180.197.35 Sent: 4/19/2023 10:37:28 AM Resent: 4/19/2023 5:07:24 PM Viewed: 4/20/2023 9:28:55 AM Signed: 4/20/2023 12:42:07 PM Electronic Record and Signature Disclosure: Accepted: 4/20/2023 9:28:55 AM ID: 00a1d601-0765-4150-8d3e-f05ff214732c William Wynder wwynder@awattorneys.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.112.162.3 Sent: 4/20/2023 12:42:09 PM Viewed: 4/20/2023 12:42:44 PM Signed: 4/20/2023 12:43:00 PM Electronic Record and Signature Disclosure: Accepted: 4/20/2023 12:42:44 PM ID: 0c69404f-6cac-49bb-96a6-3072a2f17801 Barbara Ferraro barbara.ferraro@rpvca.gov Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.67.219.246 Sent: 4/20/2023 12:43:01 PM Resent: 4/25/2023 3:29:38 PM Resent: 4/25/2023 7:16:36 PM Viewed: 4/25/2023 8:43:16 PM Signed: 4/25/2023 8:45:22 PM Electronic Record and Signature Disclosure: Accepted: 4/25/2023 8:43:16 PM ID: 4438680a-5782-40cf-943e-11ce963469ea Teresa Takaoka terit@rpvca.gov City of Rancho Palos Verdes Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 72.34.97.146 Sent: 4/25/2023 8:45:24 PM Viewed: 4/25/2023 8:46:17 PM Signed: 4/25/2023 8:46:24 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp City Clerk's Office cityclerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 4/25/2023 8:46:25 PM Viewed: 4/25/2023 9:03:41 PM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Elise Johnson Elise_Johnson@ajg.com Security Level: Email, Account Authentication (None) Sent: 4/25/2023 8:46:26 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Karina Bañales kbanales@rpvca.gov Deputy City Manager City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 4/25/2023 8:46:27 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/19/2023 10:37:28 AM Certified Delivered Security Checked 4/25/2023 8:46:17 PM Signing Complete Security Checked 4/25/2023 8:46:24 PM Completed Security Checked 4/25/2023 8:46:27 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Georg S. Krammer, William Wynder, Barbara Ferraro, City Clerk's Office Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Palos Verdes: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: terit@rpvca.gov To advise City of Rancho Palos Verdes of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at terit@rpvca.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Rancho Palos Verdes To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to terit@rpvca.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Rancho Palos Verdes To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to terit@rpvca.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with City of Rancho Palos Verdes.