Loading...
2022/10/18 USI Insurance Services, LLC Insurance services-1- This Client Service Agreement (“Agreement”) is made and entered into this 05 day of October, 2022 (“Effective Date”), by and between USI Insurance Services LLC (“USI”), and The City of Menifee (“Client”). WHEREAS, USI is duly licensed to engage in the insurance business for the purposes set forth herein, and; WHEREAS, Client desires to engage the services of USI upon the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. LINES OF INSURANCE COVERAGE This Agreement is entered into with respect to the following lines of insurance coverage and for which Client agrees to retain USI as its Broker of Record: All brokered Lines of Insurance 2. SERVICES USI agrees to provide to Client the following insurance brokerage services: As noted in Exhibit A The above-referenced services shall be rendered by USI to Client pursuant to the terms of this Agreement. Any additional services requested by Client shall be negotiated by the parties under separate written agreement. 3. COMPENSATION USI will be compensated for the services outlined in this Agreement through the payment of carrier commissions not to exceed $25,000.00 annually (January 1st through December 31st). The commission is usually a percentage of the premium you pay for your insurance policy and it is paid by the insurance company. At your request, we will provide you with a detailed statement regarding our compensation on your account and the way the compensation is calculated. The amount of premium you pay for a policy may change over the term of the policy. For example, your endorsement requests will affect the premium. Should the premium for any of your policies change, the amount of compensation paid to us by the insurance company would change accordingly. Contingent, supplemental, or bonus commissions It is possible that some of the insurance companies from which USI obtains coverage may pay it additional incentive commissions, sometimes referred to as contingent, supplemental, or bonus DocuSign Envelope ID: C190F9DF-C3F6-428F-8531-DF6FB8033B6BDocuSign Envelope ID: E2325321-76EF-4A7F-9DF1-3403B48EBCB5 -2- commissions, which may be based on the total volume of business we sell for them, and/or the growth rate of that business, retention rate, claims loss ratio, or other factors considering our entire book of business with an insurance company for a designated period of time. Such additional commissions, if any, would be in addition to any other compensation USI may receive. At your request, USI will provide you with a detailed statement regarding our compensation on your account and how the compensation is calculated. Miscellaneous sources of compensation In addition to the foregoing, USI may also receive income from the following sources: • Interest earned on premiums received from you and forwarded to the insurance company through USI’s bank accounts • Payments from insurance companies to defray the cost of services provided for them, including advertising, training, certain employee compensation, and other expenses. • Vendors and / or service providers In the event there is a significant change in Client operations which affects the nature and scope of its insurance requirements, the parties agree to renegotiate USI’s compensation as appropriate. 4. ADDITIONAL THIRD-PARTY SERVICES Additional service(s) may be available from third-parties, not-affiliated with USI for additional fee(s) and may be subject to separate agreements between Client and the third-party vendor. USI has agreed to facilitate transfer of Client’s payment to the third-party service provider that Client has selected to provide such services. USI will include in its invoice to Client the cost of payment for these services. 5. BROKERAGE INTERMEDIARIES USI may utilize the services of other intermediaries, such as wholesale brokers, excess and surplus lines brokers, reinsurance intermediaries and underwriting managers, to assist in the marketing of your insurance coverages, when in USI’s professional judgment those services are necessary. Depending on the circumstances involved, it may be necessary to use an intermediary affiliated with USI. The compensation of such intermediaries is not included in USI’s compensation under this Agreement and will be paid by insurers out of paid premiums. The compensation paid to USI’s affiliates will be disclosed to you prior to binding any coverages on your behalf. 6. TERM AND TERMINATION 6.1. Term. The term of this Agreement shall commence on 10/05/22 and is good for two (2) years with three (3) additional 1-year terms with mutual agreement of both parties. The term may be extended by mutual written agreement of the parties. In the event of termination, USI will assist Client in arranging a smooth transition process. However, USI’s obligation and the obligation of its affiliates to provide services to Client will cease upon the effective date of termination, unless otherwise agreed in writing. DocuSign Envelope ID: C190F9DF-C3F6-428F-8531-DF6FB8033B6BDocuSign Envelope ID: E2325321-76EF-4A7F-9DF1-3403B48EBCB5 -3- 6.2 Termination. Notwithstanding the term of this Agreement, either party shall have the right to terminate this Agreement upon 60 days’ prior notice to the other. In the event of termination by Client prior to expiration, USI’s "Annual" compensation will be deemed earned according to the following schedule: • 60% at inception • 75% after four months • 100% after seven months 7. ACCURACY OF INFORMATION USI’s ability to provide Client with the services outlined in paragraph 2 above is conditioned upon USI’s receipt of accurate and timely information from Client. USI will not independently verify or authenticate information provided by or on behalf of Client. Client shall be solely responsible for the accuracy and completeness of such information and other documentation furnished to USI. 8. ADDITIONAL SERVICES Additional services are available for additional compensation and subject to the negotiation of separate agreements or by addendum to this Agreement. Such services may include, but are not limited to: • Member Services Call Center (included) • Human resources advisory services (included) • Claims audits • Actuarial services • Employee communications (included) • Interactive online Client services • Non-benefits insurance brokerage, risk management, and risk financing advice 9. • Executive benefits BOOKS AND RECORDS Client is entitled to copies of reports prepared by USI hereunder, contracts between Client and its carriers and administrators to the extent such contracts are in USI’s possession and control, and communications between USI and Client’s insurance carriers and employee benefits providers to the extent such books and records are maintained by USI with regard to its performance under this Agreement. 10. MISCELLANEOUS DocuSign Envelope ID: C190F9DF-C3F6-428F-8531-DF6FB8033B6BDocuSign Envelope ID: E2325321-76EF-4A7F-9DF1-3403B48EBCB5 -4- USI is not named a fiduciary with respect to any plan for which it may provide services. It is not intended by the Client or USI that any services performed by USI under this agreement shall include any fiduciary duties or make USI a fiduciary of any plan maintained by the Client. USI will furnish to Client specific information relating to additional commission upon request. To the extent required by applicable law, USI will implement and maintain reasonable security procedures and practices appropriate to the nature of the personal information it receives, and which are designed to help protect such information from unauthorized access, acquisition, destruction, use, modification, or disclosure. In order to provide the services identified herein, it may be necessary for USI to receive from Client, or from a party on your behalf, information of a personal nature that may be protected by various federal and state privacy or other laws. USI advises Client to consult with its legal counsel as to how these laws impact you and your employees, Client’s plan, our contemplated engagement and disclosure of information to USI. Client represents that it has the authority and all rights, authorizations, approvals and consents required to disclose its employees’ and their beneficiaries’ information to USI for USI’s use in performing its services for you and your employees. Client further represents that USI’s use of this information to perform services for you and your employees does not and will not violate any privacy notice or other policy issued by you or any benefit program you maintain, or any applicable law. Moreover, because USI is not engaged in the practice of law and the services provided hereunder are not intended as a substitute for legal advice, USI recommends that Client secure the advice of competent legal counsel with respect to any legal matters related to any plan subject to this agreement. 11. ENTIRE AGREEMENT This Agreement contains the entire understanding of the parties with respect to the subject matter contained herein, superseding all prior agreements, understandings, and negotiations with respect to such matters. This Agreement may be modified or otherwise amended and the observance of any term of this Agreement may be waived only if such modification, amendment, or waiver is in writing and signed by the party to be charged with same. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors. Neither party shall have any liability for any failure or delay in performance of its obligations under this Agreement because of circumstances beyond its reasonable control, including, without limitation, acts of God, fires, floods, earthquakes, acts of war or terrorism, civil disturbances, sabotage, accidents, unusually severe weather, governmental actions, power failures, computer/network viruses that are not preventable through generally available retail products, catastrophic hardware failures, or attacks on its server. The parties further agree that neither party shall have any liability for indirect, special, punitive, consequential, or incidental damages, including, without limitation, loss of profits. 12. GOVERNING LAW DocuSign Envelope ID: C190F9DF-C3F6-428F-8531-DF6FB8033B6BDocuSign Envelope ID: E2325321-76EF-4A7F-9DF1-3403B48EBCB5 -5- This Agreement shall be governed by and construed in accordance with the laws of State of California, without regard to its conflict of laws principles. 13. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in Consultant’s compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other Insureds. 13.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement. 13.2 Commercial General and Automobile Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles. DocuSign Envelope ID: C190F9DF-C3F6-428F-8531-DF6FB8033B6BDocuSign Envelope ID: E2325321-76EF-4A7F-9DF1-3403B48EBCB5 -6- b. Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. c. Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 13.3 Professional Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved by City. b. Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be no later than the commencement of the Services. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement. DocuSign Envelope ID: C190F9DF-C3F6-428F-8531-DF6FB8033B6BDocuSign Envelope ID: E2325321-76EF-4A7F-9DF1-3403B48EBCB5 -7- 13.4 All Policies Requirements. a. Acceptability of insurers. All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California. b. Verification of coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of Insurance must include the following reference: . The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. c. Notice of Reduction in or Cancellation of Coverage. Consultant shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased. d. Additional insured; primary insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage. e. Deductibles and Self-insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services. During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses DocuSign Envelope ID: C190F9DF-C3F6-428F-8531-DF6FB8033B6BDocuSign Envelope ID: E2325321-76EF-4A7F-9DF1-3403B48EBCB5 -8- and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected. 13.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement. 14. INDEMNIFICATION. 14.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, “Claims”) to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. 14.2 Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, DocuSign Envelope ID: C190F9DF-C3F6-428F-8531-DF6FB8033B6BDocuSign Envelope ID: E2325321-76EF-4A7F-9DF1-3403B48EBCB5 -9- where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant. 14.3 Limitation of Indemnification. The provisions of this Section 5 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity. 15. STATUS OF CONSULTANT. 15.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents is in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll 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 and/or employee contributions for PERS benefits. 16. MISCELLANEOUS PROVISIONS. 16.1 Attorneys’ Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to DocuSign Envelope ID: C190F9DF-C3F6-428F-8531-DF6FB8033B6BDocuSign Envelope ID: E2325321-76EF-4A7F-9DF1-3403B48EBCB5 -10 - any other relief to which that Party may be entitled; provided, however, that the attorneys’ fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose. 16.2 Applicable Law; Venue. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County. 16.3 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. 16.4 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 16.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 16.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 16.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by (“Consultant’s Representative”). The Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 16.8 City Contract Administration. This Agreement shall be administered by a City employee, , (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee. 16.9 Notices. Any written notice to Consultant shall be sent to: Attn: Any written notice to City shall be sent to the Contract Administrator at: City of Menifee 29844 Haun Road DocuSign Envelope ID: C190F9DF-C3F6-428F-8531-DF6FB8033B6BDocuSign Envelope ID: E2325321-76EF-4A7F-9DF1-3403B48EBCB5 -11 - Menifee, CA 92586 Attn: , with a copy to: City Clerk City of Menifee 29844 Haun Road Menifee, CA 92586 16.10 Professional Seal. Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled “Seal and Signature of Registered Professional with report/design responsibility,” as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 16.11 Rights and Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 16.12 Integration. This Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 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. 16.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 16.14 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and 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. 16.15 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on DocuSign Envelope ID: C190F9DF-C3F6-428F-8531-DF6FB8033B6BDocuSign Envelope ID: E2325321-76EF-4A7F-9DF1-3403B48EBCB5 -12 - account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 16.16 No Third Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 16.17 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 16.18 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. 16.19 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. 17. SELECTION OF ISSUING INSURANCE COMPANY USI has no ownership interest in and is not under common control with the insurance company that is issuing the lines of insurance coverage described in this Agreement. IN WITNESS THEREOF, the parties have hereunto set their hands on the date and year first above written for the purposes set forth in this Agreement: USI Insurance Services LLC The City of Menifee Signature Signature Print Name Print Name Title Title Date Date DocuSign Envelope ID: C190F9DF-C3F6-428F-8531-DF6FB8033B6B Gary Moore 9/26/2022 VP DocuSign Envelope ID: E2325321-76EF-4A7F-9DF1-3403B48EBCB5 City Manager 10/18/2022 Armando G. Villa -13 - EXHIBIT A INSURANCE BROKERAGE SERVIC E S Section 1.0 Analytical Services: 1.1 Design of health care plans, cost-containment and other plan design recommendations 1.1.1 Review benefit designs and compare to Client's strategic objectives. Recommend modifications where appropriate. 1.1.2 Evaluate the impact of plan modifications on employees and the potential savings to Client. Annually Annually 1.1.3 Evaluate alternate carriers and product offerings. Annually 1.1.4 Provide benefit benchmarking, as appropriate. Annually 1.2 Preparation of bid specifications (RFP) (as needed) 1.2.1 Consult with Client to establish objectives for market review and identify potential carriers or vendors. Annually 1.2.2 Assemble benefit, rate and claim data for inclusion in RFP. Annually1.2.3 Deliver RFP to selected vendors and provide any requested additional information. Annually 1.3 Analysis of proposals and presentation of findings 1.3.1 Compare costs, funding, benefits, contracts, negotiated provider discounts, employee network disruption issues, financial strength and anticipated service level for each carrier or vendor, as appropriate. 1.3.2 Present USI’s recommended carriers or vendors. Recommendation supported by detailed analysis. Annually Annually 1.3.3 Organize finalist meetings with Client, if appropriate. Annually 1.4 Renewal analysis and negotiation 1.4.1 Evaluate carrier underwriting practices. Annually 1.4.2 Negotiate with carriers based on internal underwriting analysis and market trends. Annually 1.5 Reporting/Servicing Meetings 1.5.1 Claims and utilization reporting or summary. 1.5.2 Review of annual accounting (as appropriate). Annually 1.5.3 Benefit Resource Center Reports Quarterly Section 2.0 Account Management Services: 2.1 Contract Review 2.1.1 Perform contract and Benefit Booklet review for each brokered plan Annually 2.2 Employee Meetings 2.2.1 Employee meetings and/or benefit fairs will be limited to a maximum of (1) one per fifty (50) employees 2.2.2 Benefit fairs may be selected in lieu of employee meetings and will be limited to (1) per 100 benefit eligible employees. 2.3 Employer/Employee Communications Annually Annually DocuSign Envelope ID: C190F9DF-C3F6-428F-8531-DF6FB8033B6BDocuSign Envelope ID: E2325321-76EF-4A7F-9DF1-3403B48EBCB5 -14 - 2.3.1 Consolidated Benefit Summary Annually 2.3.2 USI Insider and Health & Wellness articles Monthly 2.3.3 Service Calendar Annually 2.3.4 Technical Bulletins As appropriate 2.4 Tax Reporting 2.4.1 Provide signature ready 5500 filings, along with other plan compliance materials as required by the Employee Benefits Security Administration. Annually DocuSign Envelope ID: C190F9DF-C3F6-428F-8531-DF6FB8033B6BDocuSign Envelope ID: E2325321-76EF-4A7F-9DF1-3403B48EBCB5 -15 - EXHIBIT B BROKERAGE FEES & COMMISSION SCHEDULE USI fees are generally anticipated to be in effect for the twelve (12) month period following the Effective Date referenced in the Service Agreement. Estimate does not include additional fees paid for other USI administrative services. Compensation Estimate Effective Date 10/05/2022 USI Fees: $25,000.00 Other Estimated Commissions: $ 0 Total Anticipated Broker Compensation: $ 25,000 annually In consideration of the performance of the Services as described in Exhibit A, USI shall be compensated as outlined below: 1.1 USI Compensation: Commissions payable to USI which are included in the premium and/or administrative costs payable by the Client to the insurance carriers. The vendors/carriers remit payment of these commissions directly to USI upon payment of premium by the client. Annual total not to exceed $25,000 (January 1st through December 31st) 1.2 For specific services that are requested by the Client, but not outlined in the description of services to be provided by USI, the Client will be billed for work performed. The cost for these services will be billed on a per hour or per project basis and included in the next available monthly invoice. No services will be performed without prior written approval from the Client. DocuSign Envelope ID: C190F9DF-C3F6-428F-8531-DF6FB8033B6BDocuSign Envelope ID: E2325321-76EF-4A7F-9DF1-3403B48EBCB5 -16 - CLIENT NAME: The City of Menifee Signature and Date Required X Signature Date Print Name Title USI Insurance Services LLC Signature and Date Required X Signature Date Print Name Gary Moore Title Vice President / Team Leader DocuSign Envelope ID: C190F9DF-C3F6-428F-8531-DF6FB8033B6B 9/26/2022 DocuSign Envelope ID: E2325321-76EF-4A7F-9DF1-3403B48EBCB5 10/18/2022 City ManagerArmando G. Villa