HomeMy WebLinkAboutC-8610-2 - Assignment Agreement and Amendment No. 1 (for the PSA for Benefits Broker Services)ASSIGNMENT AGREEMENT AND AMENDMENT NO. ONE
BETWEEN THE CITY OF NEWPORT BEACH AND
BURNHAM BENEFITS INSURANCE SERVICES, LLC
THIS ASSIGNMENT AGREEMENT AND AMENDMENT NO. ONE (to be
referenced as "Assignment" or "Amendment No. One") is made and entered into as of
this 1St day of January, 2021 ("Effective Date"), by and between the CITY OF NEWPORT
BEACH, a California municipal corporation and charter city ("City"), BURNHAM
BENEFITS INSURANCE SERVICES, a California Corporation ("Assignor") and
BURNHAM BENEFITS INSURANCE SERVICES, LLC, a California limited liability
company ("Consultant" or "Assignee"), whose address is 2211 Michelson Drive, Suite
1200, Irvine, CA 92612 and is made with reference to the following:
RECITALS
A. On October 8t", 2019, City and Burnham Benefits Insurance Services, a California
corporation, entered into a Professional Services Agreement ("Agreement"), to
engage Burnham Benefits Insurance Services, a California corporation, to provide
benefits broker services to City ("Project").
B. On or about December 15, 2020, Burnham Benefits Insurance Services, a
California corporation, delivered City with notice of acquisition of its corporation.
C. The parties desire to enter into this Assignment to assign the rights under the
Agreement from Burnham Benefits Insurance Services, a California corporation,
to Burnham Benefits Insurance Services, LLC, a California limited liability
company.
D. In addition, the parties desire to enter into this Amendment No. One to update the
Insurance requirements.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. ASSIGNMENT
Burnham Benefits Insurance Services, a California corporation, hereby wishes to
assign all of the rights, title and interest under this Agreement to Burnham Benefits
Insurance Services, LLC. By and through this Assignment, Burnham Benefits Insurance
Services, LLC, shall obtain all of the rights, title and interest in and obligations under the
Agreement. Burnham Benefits Insurance Services, LLC, hereby accepts such
assignment and hereby assumes, agrees and undertakes to perform all obligations of
Burnham Benefits Insurance Services, a California corporation, pursuant to the
Agreement as of the Effective Date. Any reference to Burnham Benefits Insurance
Services, a California corporation, in the Agreement, shall be deemed to be a reference
to Burnham Benefits Insurance Services, LLC.
As of the Effective Date, Burnham Benefits Insurance Services, a California
corporation, shall have no further rights of any kind whatsoever under the Agreement.
2. INSURANCE
Exhibit C of the Agreement shall be deleted in its entirety and replaced with Exhibit
C, attached hereto and incorporated herein by reference. Any reference to Exhibit C in
the Agreement shall hereafter refer to Exhibit C attached hereto.
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.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the date first above written.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: ( 2- /! .3 / 2 Z )
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: a -L7- ZOZJ
BY: Y
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Aaron C. Harp G: -,re . Leung
City Attorney Cit anager
ATTEST: CONSULTANT/ASSIGNEE: BURNHAM
Date: a BENEFITS INSURANCE SERVICES,
LLC, a Calif9mia Invited liability company
Date:
Bv: 40 0" z
`Leilani I. Brown
City Clerk
f1risterrAllison
President/Chief Executive Officer
Date: / Z( /Z /
By: ie�- g -
Steve Vilas
Chief Financial Officer
ASSIGNOR: BURNHAM BENEFITS
INSURANCE SERVICES a California
Corporation
Date:
Kristen Allies----
President/Chief Executive Officer
Date:4Z( h/
Steve Vilas
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit C — Insurance Requirements
Burnham Benefits Insurance Services, LLC Page 4
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 and employees.
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
Agreement, including coverage for any owned, hired, non -owned or
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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 two million dollars
($2,000,000) 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 Reguirements. 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 and employees 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 and employees 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:
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
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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. 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
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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.
G. 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.
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.
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