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Home My WebLink AboutBARTEL ASSOCIATES, LLC.INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES a ,. Z0ti2 CLERK OF COUNCIL DATE: CITY OF SANTA ANA CONSENT TO ASSIGNMENT AGREEMENT N-2022-244 C, This Consent to Assignment Agreement ("Assignment Agreement') is entered into this 0 17th day of August, 2022, by and between the CITY OF SANTA ANA, a charter city and r municipal corporation organized and existing under the Constitution and laws of the State of o California ("City"), BARTEL ASSOCIATES, LLC, a California limited liability company with its principal place of business at 411 Borel Avenue, Suite 620, San Mateo, CA 94402 ("Assignor"), G' and FOSTER & FOSTER CONSULTING ACTUARIES, INC., a Florida corporation with its principal place of business at 13420 Parker Commons Blvd., Suite 104, Fort Myers, FL 33912 ("Assignee"). City, Assignor and Assignee are sometimes hereinafter individually referred to as a "Party" and/or collectively referred to as the "Parties." RECITALS A. City and Assignor entered into the Consultant and Professional Services Agreement (N-2020- 095) on May 13, 2020 ("Agreement") to perform actuarial consulting services. The Agreement is attached hereto as Exhibit A and herby incorporated by reference into this Assignment Agreement. B. Assignor now desires to assign to Assignee all of its rights, title, interest, duties, obligations, and liabilities in, to, and under the Agreement ("Assignment"). C. Section 14 of the Agreement requires the Assignor to obtain the City's written consent prior to assigning or transferring the Agreement. NOW THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, the Parties hereto agree as follows: 1. Incorporation of Recitals. The foregoing Recitals are hereby incorporated by this reference as though fully set forth at length herein. 2. RRe resentations and Warranties. Assignor and Assignee jointly represent and warrant to the City: a. That Assignee is an organization in good standing and validly existing under the laws of the State of Florida. b. That the execution, delivery and performance of the Agreement by Assignee have been duly authorized. Assumption. Assignee expressly assumes, acknowledges and agrees for the benefit of the City to be bound by, and to perform and comply with, every obligation of Assignor under the Agreement. The City shall have the same rights and remedies as against the Assignee as the City, under the terms and provisions of the Agreement, has against Assignor with the same force and effect as though every such duty, obligation, responsibility, right or remedy were set forth herein in full. 4. Insurance and Indemnity. Without limiting Assignee's obligations under the Agreement following the Assignment, the insurance and indemnity provisions applicable to the Agreement are hereby expressly incorporated by reference and shall continue to apply. This provision shall not be interpreted to be exclusionary. Assignee shall provide all required insurance certificates to City, and the Assignment shall not be effective until such insurance certificates and other insurance requirements are approved by the City. Ability to Perform. Assignee hereby represents and warrants that it is able to fully perform any and all duties, obligations, covenants, promises, and liabilities as they may exist under the Agreement. 6. Consent of the City. The City acknowledges and hereby consents to the foregoing assignment of rights and interests and the assumption of obligations under the Agreement. Subsequent Assignments. This Assignment Agreement does not constitute a consent to any subsequent assignment and does not relieve Assignee or any person claiming under or through Assignee of the obligation to obtain the consent of the City under the Agreement to any further assignment. Default; Breach. In the event of any default or breach of Assignee under the Agreement, the City may proceed directly against Assignee, any guarantors, or anyone else liable under the Agreement without first exhausting the City's remedies against any other person or entity liable under the Agreement to the City. 9. Termination. Notwithstanding the Parties' desire, intent and agreement to modify the Agreement through the Assignment and this Assignment Agreement, should the City, at its sole discretion, wish to cancel, void or terminate the Agreement at any future time, the City may do so by providing written notice of termination to Assignee in accordance with the termination provisions of the Agreement. In such an event, simultaneously upon the giving of written notice of termination in accordance with the terns of the Agreement, the Agreement and this Assignment Agreement shall be deemed canceled, voided and terminated. 10. Notices. Notices to be provided by the City to Assignee in accordance with Section 19 of the Agreement shall be addressed as follows: To Contractor: Mary Beth Reding Foster& Foster Consulting Actuaries, Inc. 411 Borel Avenue, Suite 620 San Mateo, CA 94402 Phone: 650-377-1617 Fax: 239-481-0634 Email: mary.beth.reddingCn�foster-foster.com All other terms of Section 19 shall remain unchanged. 11. Effect of Execution. Assignee's execution of this Assignment Agreement shall be deemed an execution by Assignee of the Agreement. Upon execution of this Assignment Agreement, Assignee shall be deemed a signatory and party to the Agreement as if Assignee had directly executed the Contract. Assignee agrees to be firmly bound by all covenants, obligations and conditions of the Agreement by its execution hereunder. 12. General Provisions. a. Invaliditv. If this Assignment Agreement or the Assignment is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, the Agreement as originally executed shall nevertheless be deemed to remain in full force and effect as if this Assignment Agreement and the Assignment had not been made or attempted. b. Severability. If any term or other provision of this Assignment Agreement is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Assignment Agreement shall remain in full force and effect. c. Governing Law. This Assignment Agreement shall be governed and construed in accordance with the laws of the State of California. Venue shall be in Orange County, California. d. Entire Agreement; Amendment. This Assignment Agreement constitutes the entire agreement between the Parties with respect to the assignment and the assumption of the Agreement and supersedes all prior agreements and understandings between the Parties with respect thereto. This Assignment Agreement may not be amended or altered, except by a written instrument executed by the Parties. e. Binding Effect; Assignment. This Assignment Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives and successors, and nothing in this Assignment Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Assignment Agreement. Assignee may not assign this Assignment Agreement nor any rights or obligations hereunder, without the prior written consent of the City, and any such assignment shall be void. f. Waiver. Except as explicitly stated in this Assignment Agreement, nothing contained in this Assignment Agreement will be deemed or construed to modify, waive, impair, or affect any of the covenants, agreements, terms, provisions, or conditions contained in the Agreement. In addition, the City's acceptance and waiver of any breach of this Assignment Agreement by Assignee, Assignor or anyone else liable under the Agreement will not be deemed a waiver by the City of any other provision of this Assignment Agreement or the Agreement. g. Authority. Each of the Parties hereto represents to the other Parties that: (a) it has the requisite power and authority to execute, deliver and perform this Assignment Agreement; (b) the execution, delivery and performance of this Assignment Agreement by it have been duly authorized by all necessary corporate or other actions; (c) it has duly and validly executed and delivered this Assignment Agreement; and (d) this Assignment Agreement is a legal, valid, and binding obligation, enforceable against it in accordance with its terms. h. Counterparts. This Assignment Agreement may be executed in one or more counterparts, each of which when so executed will be deemed to be an original. 4 N-2022-244 IN WITNESS WHEREOF, the Parties have executed this Assignment Agreement as of the date set forth above. CITY OF SANTA ANA KRISTINE RIDGE t City Manager ATTEST: e Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: U Ry dge Assistant City Attorney BARTEL ASSOCIATES, LLC Foster & Foster Consulting Actuaries, Inc. By: Jonathan R. Davidson Title: Chief Legal Officer FOSTER & FOSTER CONSULTING ACTUARIES, INC. By: Bradley Heinrichs Title: President/CEO RECOMMENDED FOR APPROVAL: Kathryn Downs (Aug 17, 202212:30 PDT) Kathryn Downs, CPA Executive Director, Finance and Management Services Agency Ro, Sarah From: CTrax < certificate- request@ctraxjdidata.com> Sent: Tuesday, August 30, 2022 10:00 AM To: Ann.clark.bxkh@statefarm.com; denise.brown@foster-foster.com; Ro, Sarah Subject: Internal Notice of Compliance COMPLIANCE NOTICE Contractor Foster & Foster Consulting Actuaries Inc Name: Project City Of Santa Ana Consent To Assignment Agreement Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: TYPE OF INSURANCE POLICY NUMBER EXPIRATION COI DATE FILE NAME DATE AUTOMOBILE LIABILITY G877061EI959C 05/19/2023 08/18/2022 City of Santa Ana Risk COLpdf AUTOMOBILE LIABILITY G898287FI059A 06/10/2023 08/18/2022 City of Santa Ana Risk COLpdf AUTOMOBILE LIABILITY 980167OA2559M 01/252023 08/18/2022 City of Santa Ana Risk COLpdf GENERAL LIABILITY 98CPT1585 03/22/2023 08/182022 City of Santa Ana Risk COI.pdf PROFESSIONAL LIABILITY MPP903752203 09/01/2022 08/30/2022 City of Santa Ana Risk COI 2.pdf WORKERS COMPENSATION AND EMPLOYERS' UB8J3906882242E 01/01/2023 08/18/2022 City of Santa Ana LIABILITY Risk COI 2.pdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 1 NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Foster & Foster Consulting Actuaries Inc Name: Project Assignment Agreement Number: Project City Of Santa Ana Consent To Assignment Agreement Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: POLICY EXPIRATION COI TYPE OF INSURANCE FILE NAME NUMBER DATE DATE AUTOMOBILE LIABILITY G898287F1059A 06/10/2023 08/18/2022 City of Santa Ana Risk COI.pdf AUTOMOBILE LIABILITY 9801670A2559M 01/25/2023 08/18/2022 City of Santa Ana Risk COI.pdf AUTOMOBILE LIABILITY G877061E1959C 05/19/2023 08/18/2022 City of Santa Ana Risk COI.pdf GENERAL LIABILITY 98CPT1585 03/22/2023 08/18/2022 City of Santa Ana Risk COI.pdf PROFESSIONAL MPP903752204 09/01/2023 09/06/2022 City of Santa Ana AI.pdf LIABILITY WORKERS COMPENSATION AND UB8J3906882342E 01/01/2024 12/28/2022 City_of_Santa_Ana_12.28.2022.pdf EMPLOYERS' LIABILITY Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 1/5/2023 7:35 PM NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Foster & Foster Consulting Actuaries Inc Name: Project N-2022-244 Number: Project City Of Santa Ana Consent To Assignment Agreement Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: EXPIRATION TYPE OF INSURANCE POLICY NUMBER COI DATE FILE NAME DATE AUTOMOBILE LIABILITY BA9T7463622442G 01/01/2025 01/10/2024 Santa_Ana_CA.pdf GENERAL LIABILITY CYB10790987800 01/01/2025 01/04/2024 Santa_Ana_CA.pdf PROFESSIONAL LIABILITY MPP903752205 01/01/2025 01/10/2024 Santa_Ana_CA.pdf WORKERS COMPENSATION AND UB8J3906882442E 01/01/2025 01/10/2024 Santa_Ana_CA.pdf EMPLOYERS' LIABILITY Thank you,