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C-8252-1 - PSA for Property and Casualty Insurance Broker of Record Services
N Ln AMENDMENT NO. TWO TO N PROFESSIONAL SERVICES AGREEMENT 00 WITH ALLIANT INSURANCE SERVICES, INC. FOR C.r PROPERTY AND CASUALTY INSURANCE BROKER OF RECORD SERVICES THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Two") is made and entered into as of this 30th day of November, 2021 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ALLIANT INSURANCE SERVICES, INC., a California corporation ("Consultant"), whose address is 1301 Dove Street, Suite 200, Newport Beach, California 92660, and is made with reference to the following: RECITALS A. On December 1, 2016, City and Consultant entered into a Professional Services Agreement ("Agreement") to engage Consultant to provide property and casualty insurance broker of record services ("Project"). B. On December 5, 2016, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional services not previously included in the Agreement. C. The parties desire to enter into this Amendment No. Two to extend the term of the Agreement to November 30, 2022, and to update insurance requirements. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on November 30, 2022, unless terminated earlier as set forth herein." 2. INSURANCE REQUIREMENTS Exhibit C (Insurance Requirements) to the Agreement is amended in its entirety and replaced with the Insurance Requirements attached hereto and incorporated herein as Exhibit C. 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Alliant Insurance Services, Inc. Page 1 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: I Z/ 14121 CITY OF NEWPORT BEACH, a California m�n7 icipal corporation Date: 7 / 2 2. By: ,AO?" �' O �{ > By: ron C. Harp (W tzb3h) Gr a . Leung ty Attorney Ci anager ATTEST: CONSULTANT: Alliant Insurance Date: Services, Ipc. alifornia corporation Date: ' By: By-.(vf Lo Leilani I. Brown Thomas . Corbett City Clerk Chief Executive Officer [END OF SIGNATURES] Attachments: Exhibit C — Insurance Requirements Alliant Insurance Services, Inc. Page 2 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Alliant Insurance Services, Inc. Page C-1 Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non - owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and three million dollars ($3,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. Alliant Insurance Services, Inc. Page C-2 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. _Right to Review Subcontracts. Consultant agrees that upon request, all agreements with subcontractors or others with whom Consultant enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any Alliant Insurance Services, Inc. Page C-3 coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Self -insured Retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self - insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. H. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Alliant Insurance Services, Inc. Page C-4 From: Fear. Kaitlin To: Mulvey. Jennifer Subject: Alliant Insurance services, Inc. Compliance Notice Date: July 08, 2022 12:54:29 PM Attachments: imaae001.ona Name: Account Number: Address: Status: Hi Jenn, see above! I will send over the contracts today. Thank you! Kaitlin Fear Human Resources Specialist City of Newport Beach I Human Resources 100 Civic Center Drive Newport Beach, CA 92660 949-644-3304 1 kfear@newportbeachca.gov Alliant Insurance Services, Inc n FV00000797 1301 ❑uve Street. Suite 200, Newport Beach, CA, 92660 Currently in Compliance. AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH ALLIANT INSURANCE SERVICES, INC. FOR PROPERTY AND CASUALTY INSURANCE BROKER OF RECORD SERVICES THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 5th day of December, 2016 ("Effective Date'), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ALLIANT INSURANCE SERVICES, INC., a Delaware corporation ("Consultant"), whose address is 1301 Dove Street, Suite 200, Newport Beach, California 92660, and is made with reference to the following: RECITALS A. On December 1, 2016, City and Consultant entered into a Professional Services Agreement ("Agreement") to engage Consultant to provide property and casualty insurance broker of record services ("Project"). B. The parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Section 4.4 of the Agreement is amended in its entirety and replaced with the following: "4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 4.4.1 Exclusions. Commissions for Special Events, Notary Bonds and Vendor/Contractor Liability Programs are not included in the Compensation, as coverage is provided to third party individuals. 4.4.2 Transparency and Disclosure. During the time of this Agreement, Consultant will annually disclose any Commissions received by Consultant in connection with any insurance placements on behalf of City under the Consultant's "Transparency and Disclosure" policy, a copy of which is made available upon request. Pursuant to its policy, Consultant will conduct business in conformance with all applicable insurance regulations and in advancement of the best interests of its clients. In addition, Consultant's conflict of interest policy precludes it from accepting any form of broker incentives that would result in business being placed with carriers in conflict with the interests of Consultant's clients. 4.4.3 Other Alliant Services. In addition to the Compensation that Consultant receives, its related entity, Alliant Specialty Insurance Services ("ASIS") may receive compensation from Consultant and/ or a carrier for providing underwriting services. The financial impact of the compensation received by ASIS is a cost included in the premium. Additionally, the related entities of Alliant Business Services ("ABS") and/ or Strategic HR may receive compensation from Consultant and/ or a carrier for providing designated, value- added services. Services contracted for by the City directly will be invoiced accordingly. Otherwise, services will be provided at the expense of Consultant and/or the carrier." 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Alliant Insurance Services, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTO. RjVEY'S OFFICE Date: By: Aaron C. Harp CAM 11ILI)JU City Attorney ATTEST: Date: bok'— Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a Californianici al corporation Date: By: Barbara Salvini Human Resources Director CONSULTANT: Alliant Insurance Services, In�., e ware corporation Date: Q By: // Gordon B. DeCombes Executive Vice President By: ti - `_7 I' ' P. Gregory'Zimerr r. President S �ai�€aa#ise"Z [END OF SIGNATURES] Alliant Insurance Services, Inc. Page 3 PROFESSIONAL SERVICES AGREEMENT WITH ALLIANT INSURANCE SERVICES, INC. FOR PROPERTY AND CASUALTY INSURANCE BROKER OF RECORD SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this 1 st day of December, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City'), and ALLIANT INSURANCE SERVICES, INC., a Delaware corporation ("Consultant'), whose address is 1301 Dove Street, Suite 200, Newport Beach, California 92660, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to provide property and casualty insurance broker of record services ("Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on November 30, 2021, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Five Hundred Thousand Dollars and 00/100 ($500,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Alliant Insurance Services, Inc. Page 2 Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Rennetta Poncy to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Human Resources Department. City's Human Resources Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work Alliant Insurance Services, Inc. Page 3 conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are Alliant Insurance Services, Inc. Page 4 limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting Alliant Insurance Services, Inc. Page 5 power or twenty-five percent (25%) or more of the assets of the corporation, partnership orjoint-venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other parry. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. Alliant Insurance Services, Inc. Page 6 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. Alliant Insurance Services, Inc. Page 7 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Cheryl Anderson Human Resources Manager City of Newport Beach 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Rennetta Poncy Alliant Insurance Services, Inc. 1301 Dove Street, Suite 200 Newport Beach, CA 92660 Alliant Insurance Services, Inc. Page 8 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. Alliant Insurance Services, Inc. Page 9 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 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 the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Alliant Insurance Services, Inc. Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: 1 (C<r) Aaron C. Harp Ck" City Attorney ATTEST: I I Date: By: 44w- �- No'�— Leilani [. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporatio�� Date: 1 By: Dia . Dixon Mayor CONSULTANT: Alliant Insurance Services, Inc., a Pel9ware corporation Date: Gordon B. DeCombes Executive Vice President rL�s By:� P. Gregory Zir'n e`er,/Jr. President &4 `4 ^ ' [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Alliant Insurance Services, Inc. Page 11 EXHIBIT SCOPE OF SERVICES Alliant Insurance Services, Inc. Page A-1 SCOPE OF SERVICES Note: This Scope of Services is intended to be thorough. However, the City relies on the professionalism and competence of Proposers to be knowledgeable of the general areas identified and to recommend any additions or corrections to the Scope of Services. Outline in your proposal the services your firm will provide. If certain services are to be provided through an insurer, other broker or independent contractor, explain in detail what services each will provide and how all services will be coordinated. Service requirements for the City's Insurance Broker of Record Include performing all customary duties of an insurance broker, Including but not limited to the following: Administrative Requirements 1. Meet with the City's Risk Management staff no less than quarterly to discuss insurance questions, concerns and/or trends that may affect the City; 2. Attend occasional meetings with City management or other persons as requested; 3. Submit an annual stewardship report, including a summary of past activity and action plans (anticipated goals) for the coming contract period prior to the beginning of each year of service, on or about December 1st. information in the report should include, but is not necessarily limited to: • Insured program earned premiums and incurred losses by year and by coverage line, • Anticipated renewal terms and conditions and other indications of market conditions, trends and anticipated changes, • Identified problem areas such as claims handling, safety hazards, uninsured risks, etc., • Recommendations for improved program design, • Services performed and planned, • Accounting of all income received on this account, including income to affiliates, subsidiaries and parent organizations, and the method by which fees are calculated (for charges other than base fee); 4. Maintain confidentiality of all information provided to the Broker pursuant to the contract, and return any written, computer-generated or other tangible documentation or proprietary information to City upon request or at the termination of the contract; Broker shall not permit reproduction or use of confidential information except as authorized by the City. Documents generated, provided or prepared by Broker on behalf of the City are the property of the City and must be turned over to the City upon request in the form(s) requested (i.e., on diskette, paper, or otherwise); 5. Inform City Immediately of any proposed changes of the Individuals handling City's account and the qualifications of the prospective Individuals. Such changes shall be made subject to agreement with City; 111 Page 6. Be knowledgeable of the needs of the City and be adept in identifying and measuring risks of a municipality; 7. Maintain accurate claim data on an accident date basis and provide City with a quarterly status report; 8. Service Insurance requests (e.g., issuing certificates of insurance, endorsements, etc.) as needed; 9. Review certificates of insurance for City contracts; approve or provide department checklist for corrections and assist until certificate complies and Is approved; 10. Conduct contract trainingfor.City staff; .. -.. 11. Keep current and provide to City a complete listing of all insurance policies and all details pertinent to the policies in the form of a "policy digest"; 12. Monitor insurance coverage to assure continuing balance of coverage scope, cost, service and stability; 13. Cooperate in any transition to another broker at the expiration of the five-year contract. Broker will be required to deliver all data/documents as set forth herein. Payment of final monthly invoice shall be held until transfer of all data/documents Is completed to the satisfaction of the City. Marketing and Negotiating Insurance Coverage 14. Continually monitor and analyze City's operations and loss exposures; 15. Perform all on-site inspections necessary to identify exposures; 16. Recommend coverages consistent with the exposures to provide the highest level of coverage at the least possible cost to the City; 17. Collect and maintain for future use all the data necessary, and prepare professional insurance proposal submission packages for proper marketing of various coverages; 18. Market the Insurance needs of the City, preparing underwriting specifications and bid packages for all insurance placements, including renewals; 19. Negotiate with underwriters on terms and conditions to obtain the most beneficial and cost-effective coverages available to the City, and include the City's Risk Management staff in negotiations; 20. Provide, as requested from time to time by the City, insurance quotations for additional Insurance coverages; 21. Verify the rates and premiums for accuracy; determine that rating bureau and underwriter rates are correct; 12)Page 22. Check wording for accuracy on new policies, binders, certificates, endorsements or other documents when they are received, verify that all negotiated coverage enhancements are provided and obtain revisions in such documents when needed; 23. Promptly submit originals of all policies and endorsements to City. 24. Oversee and coordinate all services provided by underwriters and insurance carriers on behalf of the City; 25. Assure that all coverages are placed with financially responsible insurers that meet minimum rating requirements as approved by Risk Management; 26. Use California -admitted insurers unless there are compelling reasons (e.g., significant cost savings, financial security) to use non -admitted insurers; Insurance Consultative/Advisor Services 27. Respond within 24 hours to answer insurance related questions/concerns; 28. Make a good faith effort to keep Risk Management informed of all market developments which might affect the City's access to or cost of insurance; 29. Annual review of purchase order agreements, leases, and other contract templates to determine if a risk or exposure can be transferred or avoided; 30. Work with, and provide assistance to the City on loss control programs; 31. Participate in and advise on claims and litigation management and analysis and assist in the adjustment and settlement of claims and losses; 32. Review quarterly loss runs of all claims made against the City and present findings and recommendations In a format acceptable to Risk Management; 33. Electronically maintain property schedule of building valuations for all buildings owned by the City; conduct extensive inspection of all City locations every three years and compute valuations; 34. Review and comment on Insurer loss control activities and recommendations. 131 Page EXHIBIT B SCHEDULE OF BILLING RATES Alliant Insurance Services, Inc. Page B-1 Alliant is amenable to working with the City of Newport Beach on a flat fee basis. Our proposed base fee for general brokerage services is noted below and is inclusive of all services to be rendered by our firm within the scope of this RFP except as noted below. The services that Alliant has historically provided for Vendor Certificate Review has been arduous and very time consuming. However we recognize that this task has been an aspect of our service that the City holds very valuable. As such, we are proposing a separate annual fee should the City elect to continue with this service. 11�1JpE�'IFIRI �� 11IM10r�5E �� � E S.d°w� O n� w" �'.�,J{�� 7"�^^ B 1=211,11M YI TRIU'iM 1a�3`�'g fl,' $65Y)00, !�;: $'5000 $40, 0001, LW, d?$66,625 $25,625 $92,250 SU ��M:� '$`94,557 � ff�!, �3IM,El $69,998 $26,922 $96,920. $71,748 $2 ,595 $99,343 r -53- M,ap CITY OF NEWPORT BEACH, CA SEPTEMBER 14, 2016 ilk I^, << r1 u F i r li' I ,d ^ IJh nl ,Fa It PRO. I►t�IIMPATI711 �iit I� I A l I &1 a I�11 1 f: 9 F I I1 �, I I�I I01— � IRIIETAIIIIII r 1', Special Events and Vendors/Contractors Programs are not included within the fee schedule as these premiums are paid by the vendor or event holder. The proposed fee does not include Alliant Underwriting Services (AUS) who are paid directly from the carriers for providing underwriting services to the APIP, ANML, OEL, CAMP, CALIP acid SLIP Programs, should the City choose to continue participation in any of these programs. It also does not include any fees for wholesalers or intermediaries, whose use is deemed necessary and beneficial in the placement of some of the City's insurance programs. As previously noted Alliant does not own any wholesaler or intermediary firm. Loss Control and Appraisal Services outside of those provided within our proprietary programs are available at additional discounted charges, based on the required service. Loss Control via Alliant Business Services is available at a rate starting at $150.00 per hour plus expenses. Appraisal services are available at rates beginning at $225 per building. We wish to emphasize our flexibility in working with the City in this area and are open to any alternatives the City may prefer. AIliant Underwriting Services (AUS): Alliant Underwriting Services (AUS) is a separate division of Alliant that employs underwriters to work on a variety of specialty programs distributed by Alliant brokers to specific industry t " segments. This activity originated in property/casualty and workers' compensation programs for Tribal Nations, quickly followed by the APIP program for public agencies, and now AUS provides underwriting services for a wide variety of Alliant programs including restaurants, waste haulers, auto parts manufacturers, contractors, commercial real estate owners, and others. In all cases, the underwriters employed by AUS are just that — seasoned and experienced underwriters, some with over 30 years of underwriting experience for insurers. The services provided for these programs, for example the APIP and ANML Liability Programs for the City, are paid by the carrier to Alliant because Alliant is performing the underwriting services that otherwise would be performed by the carrier themselves. In other words, the carrier has outsourced this function. In all of these cases, AUS underwriters have the necessary expertise and can provide the underwriting services on a product or program more efficiently than the carrier(s) itself, and therefore the carriers on these AUS underwritten programs choose to utilize AUS for that purpose. It is important to note that efforts are not duplicated by this team. Your Alliant retail producers and service staff are responsible for the delivery of services outlined in the "scope of services" including but not limited to: the preparation of underwriting information, submission of insurance specifications to all agreed upon markets, negotiations with underwriters and analysis of the proposed policy forms. This is work that must be done to properly market and place the City's risks with any market or carrier, whether an Alliant program, or not. -54- EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Alliant Insurance Services, Inc. Page C-1 Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and three million dollars ($3,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. Workers' Compensation insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: Alliant Insurance Services, Inc. Page C-2 A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at anytime. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. Alliant Insurance Services, Inc. Page C-3 G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Alliant Insurance Services, Inc. Page C-4 ALLIHOL-01 MRODRIGUEZ A`oJRo CERTIFICATE OF LIABILITY INSURANCE DATE (0 70/11/111/2001616 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER New York- E.45th-Alliant Ins Svc Inc 140 East 45th St Ste 68 New York, NY 10017 CONTACT id mcee.rorue i h l NAME: michele.rodriguez@alllant.com PHONE FAX No E.AIC No : E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC Y INSURER A:AIG Specialty Insurance Company 26883 EACH OCCURRENCE $ INSURED INSURER 8: INSURER C : Alliant Holdings, LP c/o Alliant Insurance Services, Inc. 1301 Dove St Ste 200 INSURER D INSURER E: Newport Beach, CA 92660 NSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INTSRR TYPE OF INSURANCE ADDLSUBR POLICY NUMBER POLICY EFF POLICY YIYYVY LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F—IOCCUR ' EACH OCCURRENCE $ PREMISES Ee ocourrenee $ MED EXP (Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY [:]JEST F—] LOC OTHER: GENERALAGGREGATE $ PRODUCTS-COMP/OPAGG $ $ AUTOMOBILE LIABILITY ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS COMBINED I $ Ee accident BODILY INJURY (Per person) $ BODILY INJURY (Par accident) $ PROPERTY DAMAGE $ Paraccldenl $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION ANDEMPLOYERS'LIABILRY YIN ANY PROPRIETORIPARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? FI (Mandatory In NH) 0es, deacribe under DESCRIPTION OF OPERATIONS bekra NIA I PERH- STATUTE ER ELEACH ACCIDENT $ EJLDISEASE-EAEMPLOYE $ EL DISEASE -POLICY LIMIT 1 $ A A Prof. Liability 02-843-18-67 02-843-18-67 1211512015 1211512015 12115/2016 1211512016 Each Claim/Aggregate 10,000,00 Retention 1,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space IS required) This is a Claims Made Policy. City of Newport Beach P.O. Box 1768 Newport Beach, CA 92658.8915 ACORD 25 (2014/01) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2014 The ACORD name and logo are registered marks of ACORD All rights reserved ACORH CERTIFICATE OF LIABILITY INSURANCE L.../ DATE(MMIODNYYY) 1 10/11/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Alliant Insurance Services Inc. 1301 Dove St. Suite 200 Newport Beach CA 92660-2436 NAMEACT Jennifer Lopez PNDNE .949.660-5916 FAX .949-809-1444 E.QEMAIL RFS .]lopez@alliant.com INSURER(S) AFFORDING COVERAGE NAIL I/ X COMMERCIAL GENERAL LIABILITY INSURER A:Twm City Fire Insurance Company 29459 Y INSURED ALLHOLD-01 INSURERB:Trllmbull Insurance Company 27120 Alliant Holdings, L.P. INSURERC:Hartford Casualty Insurance Company 29424 1301 Dove Street, Suite 200 NSBRER D: INSURER E: Newport Beach CA 92660 INSURER F COVERAGES CERTIFICATE NUMBER: 1764137727 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE ADDLSUBR S WV POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 72 UUN HAO925 3/1/2016 311/2017 EACH OCCURRENCE $1,000,000 CLAIMS -MADE ❑X OCCUR DAMAGE T RENTED PREMISES Eaocc rr ce 81,000,000 MED EXP (My one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $2,000,000 X POLICYE] J5�T F-1 LOC PRODUCTS - COMPIOP AGG $2,000,000 Deductible $$0 OTHER: B AUTOMOBILE LIABILITY Y Y 72 UUN HAO925 3/1/2016 311/2017 Ea accident $1,000,000 BODILY IWURY(Per person) $ X ANY AUTO X SCHEDULED ALL AUTOS HIRED AUTOS X NON -OWNED AUTOS BODILY IWURY(Per accident) $ PROPERTYDAMAGE $ Per accitlenl C X UMBRELLA LIAB X OCCUR 72XHU HAO123 3/V2016 3/1/2017 EACH OCCURRENCE $25,000,000 AGGREGATE $25,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION$0 $ A WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANY OFFICER/MEMBEREXCLUDED? NEIVE ECUTIVE [—NN/A y 72 WE ZH0459 3/1/2016 3/112017 X STT UTE ERµ E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEEI $1,000,000 (Mandatory In NH) Byes tlascdbe antler DE SCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT 1 $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional RemarlmSehadule, maybe attached if more space is required) Schedule of Named Insureds included per attached Exhibit #1. Workers Compensation Carrier Schedule per attached Exhibit #2. Workers Compensation: Covered States- All States except monopolistic states of OH, WA, WY- Stop Gap/Employers Liability coverage only. Re: Professional Services Agreement. City of Newport Beach and its officers, officials, employees, and agents are named as Additional Insureds as respects to General Liability and Auto Liability in which coverage afforded by these See Attached... $a City of Newport Beach P.O. Box 1768 Newport Beach CA 92658-8915 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUT ORIZED REPRESENTATIVE V pp ©1988.2014 ACORD CORPORATION. All riohts reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD EXHIBIT #1: Policy Number: 72 UUN HA0925, 72 XHU HA0123, 72 WE ZH0459 Schedule Of Named Insured(s) Alliant Holdings, L.P. Alliant Holdings, Inc. Alliant Holdings Intermediate, LLC Alliant Holdings Intermediate, Inc. Alliant Holdings Co -Issuer, Inc. Alliant Insurance Services, Inc. Alliant Retirement Services, LLC Colonial Healthcare, Inc. Franey Muha Alliant Insurance Services, Inc. Benefit Partners-Alliant, Inc. FHI Benefit Plans, Inc. Alliant Specialty Insurance Services, Inc. Strategic HR Services, Inc. Alliant Insurance Services Houston, LLC Alliant Services Houston, Inc. Clarity Benefit Consulting, LLC Moore -McNeil, LLC T&H Group Inc. T&H Brokers, Inc. T&H Benefits LLC Benefit Advisors Services Group, LLC AlliantRe, Inc. Suremerica Surety Underwriting Services, LLC SureCanada Surety Services, Inc. Suremerica Surety Services Ltd Corkery&Jones Benefits, Inc. Moloney & O'Neill Life, Inc. WCP Consulting, Inc. American Benefits and Compensation Systems, Inc. American Benefits Consulting LLC Community Association Underwriters of America, Inc. Deep South Surplus, Inc. DSCM Inc. S.I.U., LLC Alliant U.S. Agencies Inc. Deep EQ Insurance Agency, Inc. Preferred Concepts Holdings, LLC Preferred Concepts, LLC Trident Preferred Concepts Holdings, LLC IRF Administrators, LLC Expleo, LLC EZUmbrella.com, LLC Astrus Insurance Solutions LLC Mesirow Insurance Services Inc. (Eff 07/29/16) Mesi row Financial Structured Settlements, LLC (Eff 07/29/16) (updated as of 7/29/1e pp Policy Effective Date: 03/01/16 to 03/01/17 POLICYNUMBER: 72 UUNHAO925 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any Person or Organization as required by contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown In the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 O Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: 72 ovN HAO925 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any Person or Organization as required by contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 POLICY NUMBER: 72 UUN HA0925 POLICY PERIOD: 03/01/16 to 03/01/17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AND RIGHTS OF RECOVERY AGAINST OTHERS This endorsement modifies insurance provided under the following: Iq.jIr.iI�I MXWnj iOZd9lTA RIT<i:4111 &IN vi A. Any person or organization whom you are required by contract to name as additional insured is an "Insured" for LIABILITY COVERAGE but only to the extent that person or organization qualifies as an "insured" under the WHO IS AN INSURED provision of Section II - LIABILITY COVERAGE. B. For any person or organization for whom you are required by contract to provide a waiver of subrogation, the Loss Condition - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US is applicable. Form HA 99 13 01 87 Printed in U.S.A. POLICY NUMBER: 72 UUN HAO925 POLICY PERIOD: 03/01/16 to 03/01/17 lk THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form IH 03 13 06 11 Page 1 of 1 2011, The Hartford THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 72 WE ZH0459 Endorsement Number: Effective Date: 03/01/16 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Alliant Insurance Services, Inc. 1301 Dove St Ste 200 Newport Beach, CA 92660 This endorsement applies only to the insurance of the operations described in the Schedule where provided by the policy because Texas is shown in you are required by a written contract to obtain this Item 3.A. of the Information Page. waiver from us. We have the right to recover our payments from This endorsement shall not operate directly or anyone liable for an injury covered by this policy. We indirectly to benefit anyone not named in the will not enforce our right against the person or Schedule. organization named in the Schedule, but this waiver The premium for this endorsement is shown in the applies only with respect to bodily injury arising out Schedule. Schedule 1. ( ) Special Waiver Name of person or organization (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL TEXAS OPERATIONS 3. Premium: INCL The premium charge for this endorsement shall be 2.0 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: INCL Form WC 42 03 04 B Printed in U.S.A. Process Date: 03/04/16 Policy Expiration Date: 03/01/17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 72 WE ZH0459 Endorsement Number: Effective Date: 03/01/16 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Alliant Insurance Services, Inc. 1301 Dove St Ste 200 Newport Beach, CA 92660 This policy is subject to the following additional Conditions: A. A If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. Form WC 99 03 94 Printed in U.S.A. Process Date: 03/04/16 If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. © 2011, The Hartford Policy Expiration Date: 03/01/17