Item 15 - Renew Citywide Insurance Program and Policies Procured through Independent Cities Risk Management Authority and Arthur J. Gallagher

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City of Santa Ana /% CORE 360' err Property Estimator Disclaimer These property values were obtained using a desktop Property Estimator software operated by non-appraisal professionals.These property values represent general estimates which are not to be considered a certified appraisal.These property values include generalities and assumptions that may produce inaccurate values for specific structures. Terms and Conditions It is important that we clearly outline the nature of our mutual relationship.The following terms and conditions(these"Terms")govern your relationship with Gallagher unless you have separately entered into a written services agreement with Gallagher relative to the policies and services outlined in this Proposal,in which case that services agreement will govern and control with respect to any conflicts with these Terms. These Terms will become effective upon your execution of the Client Authorization to Bind Coverage(the"CAB")included in this Proposal and shall survive for the duration of your relationship with Gallagher relative to the policies placed pursuant to the CAB or otherwise at your request. Services Gallagher will represent and assist you in all discussions and transactions with insurance companies relating to the lines of insurance coverage set forth in the CAB and any other lines of insurance coverage with which you request Gallagher's assistance. Gallagher will consult with you regarding any matters involving these or other coverages for which you have engaged Gallagher.You have the sole discretion for approving any insurance policies placed,as well as all other material decisions involving your risk management,risk transfer and/or loss prevention needs. Although you are responsible for notifying applicable insurance companies directly in connection with any claims,demands,suits,notices of potential claims or any other matters as required by the terms and conditions of your policies,Gallagher will assist you in determining applicable claim reporting requirements. Treatment of Information Gallagher understands the need to protect the confidentiality and security of your confidential and sensitive information and strives to comply with applicable data privacy and security laws. Your confidential and sensitive information will be protected by Gallagher and only used to perform services for you;provided that Gallagher may disclose and transfer your information to our affiliates,agents or vendors that have a need to know such information in connection with the provision of such services(including insurance markets,as necessary,for marketing,quoting, placing and/or servicing insurance coverages). We may also disclose such information as required by applicable data protection laws or the order of any court or tribunal,subject to our providing you with prior notice as permitted by law. We will (i)implement appropriate administrative,physical and technical safeguards to protect personal information;(ii)timely report security incidents involving personal information to affected parties and/or regulatory bodies;(iii)create and maintain required policies and procedures; and(iv)comply with data subjects'rights,as applicable. To the extent applicable under associated data protection laws,you are a"business"or "controller"and Gallagher is a"service provider"or"data processor."You will ensure that any information provided to Gallagher has been provided with any required notices and that you have obtained all required consents, if any and where required,or are otherwise authorized to transfer all information to Gallagher and enable Gallagher to process the information for the purposes described in this Proposal and as set forth in Gallaher's Privacy Policy located at https-///www.a1g.com/ rp ivacy policy/.Gallagher may update its Privacy Policy from time to time and any updates will be posted to such site. Dispute Resolution Gallagher does not expect that it will ever have a formal dispute with any of its clients. However, in the event that one should arise,we should each strive to achieve a fair,expedient and efficient resolution and we'd like to clearly outline the resolution process. A.If the parties have a dispute regarding Gallagher's services or the relationship governed by this Proposal ("Dispute"),each party agrees to resolve that Dispute by mediation.If mediation fails to resolve the Dispute,you and Gallagher agree to binding arbitration. Each party waives all rights to commence litigation in court to resolve a Dispute,and specifically waives all rights to pursue relief by class action or mass action in court or through arbitration. However,the parties do not waive the ability to seek a court order of injunction in aid of the mediation and arbitration required by these Terms. B.The party asserting a Dispute must provide a written notice("Notice")of the claim to the other party and to the American Arbitration Association("AAA")in accordance with its Commercial Arbitration Rules and Mediation Procedures.All Dispute resolutions will take place in Chicago,IL,unless you and Gallagher agree to another location.The parties will equally divide all costs of the mediation and arbitration proceedings and will each pay their own attorneys'fees. All matters will be before a neutral,impartial and disinterested mediator or arbitrator(s) that have at least 20 years'experience in commercial and insurance coverage disputes. C. Mediation will occur within sixty(60)days of filing the Notice with the AAA.Mediation results will be reduced to a memorandum of understanding signed by you,Gallagher and the mediator. A Dispute that is not resolved in mediation will commence to binding arbitration. For Disputes in excess of$500,000,either party may elect to have the Dispute heard by a panel of three(3)arbitrators.The award of the arbitrator(s)must be accompanied by a reasoned opinion prepared and signed by the arbitrator(s). Except as may be required by law,neit40 her i �� JJ i1111111�III1111�D��l�llll ll»��Il��JJ jell _ _ ,,,,,,,,,,, «««�««��«��«��«ioiiiiuilli��f��illlllllfolllflllflllllll«OIIIIII�III�OIIIIIIIIIIIII01 � �� II�I�OI�I��III��III��I�I��I�IIIIII�(O�IIII�III�IIIIIII��III��IIIIIII��IIII�IIII�O�I IIII�III�I��I�IIIIII�III��II�II II��I��III�IIII IIII�