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INSURANCE NOT ON FILE WORK MAY NO PROCEED CLERK OF COUNCIL DATE: }I15120 o: t'rZCo)CCs� 9A FIRST AMENDMENT TO SERVICES AGREEMENT A-2020-144 THIS FIRST AMENDMENT TO SERVICES AGREEMENT (this "Amendment") is made and entered into as of June 16, 2020, by and between City of Santa Ana ("Client") and BASIC Benefits, LLC ("BASIC Benefits"), a Delaware company, collectively referred to as (the "Parties"). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Services Agreement (as defined below). WITNESSETH: WHEREAS, the Parties entered into a certain Agreement or Agreements regarding one or more of the following service offerings provided by BASIC Benefits (individually or collectively referred to as the "Services Agreement"), COBRA Administration Health Reimbursement Arrangements (HRA) Parking & Transit Administration (CDH) ERISA Essentials HR Assist Lite Human Capital Management (HCM) Leave Management Flexible Spending Accounts (FSA) Health Savings Account (HSA) ACA Elevate HIPAA Compliance Dependent Verification FMLA whereby Client and BASIC Benefits set forth their agreements with respect to certain services to be provided by BASIC Benefits to Client; and WHEREAS, the Parties desire to amend the Services Agreement to continue some of BASIC Benefits' services to Client under certain circumstances and to reflect the terms otherwise specified herein. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein and, in the Services Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Amendment with Respect to Name Change. All references to "BASIC" in the Services Agreement (and in all other provisions of any other agreements) shall be replaced with "BASIC Benefits" upon completion. 2. Amendment with Respect to Assignability. Any and all Sections with respect to Assignability are hereby amended by deleting all of the current provisions of the Service Agreement and inserting in lieu thereof the following: Assignment. This Agreement is binding on the Parties hereto and their respective successors and assigns. Either Party may, or has the power to, assign this Agreement with the prior written consent of the other. Further, BASIC Benefits may assign its rights and obligations under this Agreement without the approval of Client (a) to an entity which acquires all or