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Home My WebLink AboutC-8306-2A - Assignment and Assumption Agreement for the Service Agreement for Transist ServicesN J `q ASSIGNMENT, ASSUMPTION, AND CONSENT AGREEMENT W k THIS ASSIGNMENT, ASSUMPTION, AND CONSENT AGREEMENT (this U "Agreement") is made and entered into as of the 3rd day of December, 2018 by PROFESSIONAL PARKING ("Assignor"), LAZ PARKING CALIFORNIA, LLC ("Assignee"), and CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("Client"). WHEREAS, Assignor and Client entered into that certain Service Agreement with Professional Parking for Balboa Peninsula Transit Services dated April 11, 2017, and amended July 24, 2017, October 20, 2017 and April 10, 2018 (collectively the "Agreement"), relative to providing transit services for the Balboa Peninsula area as part of the Balboa Peninsula Trolley Program; WHEREAS, Assignor is conveying to Assignee all of the Assignor's right, title, interest and estate in and to all of its assets, including the Agreement, pursuant to that certain Asset Purchase Agreement with an effective date of February 1, 2019, as amended from time to time, by and between Assignor, Ralph L. Caldin, Jr., and Assignee's parent company, LAZ Karp Associates, LLC (the "Purchase Agreement"); and WHEREAS, Assignor desires to assign the Agreement and Assignee agrees to assume the obligations of Assignor pursuant to the Agreement. NOW, THEREFORE, in consideration of the premises and their respective best interests, the parties agree as follows: 1. Assignor assigns to Assignee the rights and obligations of Assignor as provided in the Agreement. 2. Assignee accepts the assignment of the Agreement and agrees to assume and perform all covenants and obligations required of Assignor thereunder to the extent, but only to the extent, occurring or accruing from and after the date hereof. Assignee covenants and agrees to indemnify, save, defend and hold harmless Assignor from and against any and all loss, liability, claims, causes of action, demands, damages, expenses and costs including, but not limited to, reasonable attorneys' fees and expenses actually incurred existing in favor of or asserted by Client under the Agreement, or any other person, and which arise out of or relate to causes of action occurring from and after the date hereof. Assignor hereby agrees to indemnify, save, defend and hold harmless Assignee from and against any and all loss, liability, claims, causes of action, demands, damages, expenses and costs including, but not limited to, reasonable attorneys' fees and expenses actually incurred existing in favor of or asserted by Client under the Agreement, or any other person, and which arise out of or relate to causes of action occurring prior to the date hereof. Client hereby consents to the assignment by Assignor to Assignee pursuant to the terms hereof and acknowledges that from and after the date hereof, Assignee has assumed all of Assignor's obligations with regard to the Agreement. Assignment, Assumption, and Consent Agreement Page 1 4. Assignor and Client do hereby represent and warrant to Assignee neither party is in default under the Agreement, nor does there exist any matter that, but for the passage of time, would constitute a default under the Agreement. 5. This Assignment may be executed in any number of counterpart copies which together shall constitute one and the same document; and a signed copy of this Assignment sent by a party by fax or email shall be effective and binding on the sending party as if it was an original signed copy of the document. IN WITNESS WHEREOF, the undersigned have executed this Assignment, Assumption, and Consent Agreement to be effective as of the day and year first above written. ASSIGNOR: PROFESSIONAL PARKING By: Signed in Counterpart Name: Title: ASSIGNEE: LAZ PARKING CALIFORNIA, LLC By: Signed in Counterpart Name: Title: CLIENT: CITY OF NEWPORT BEACH By: a K. Leung ty Manager ATTEST: By: �l ila I. Brown City Clerk APPROVED AS TO FORM: CITY ATTORNEY"S OFFICE By: til: Aaron C. Harp City Attorney Assignment, Assumption, and Consent Agreement Page 2 4. Assignor and Client do hereby represent and warrant to Assignee neither party is in default under the Agreement, nor does there exist any matter that, but for the passage of time, would constitute a default under the Agreement. 5. This Assignment may be executed in any number of counterpart copies which together shall constitute one and the same document; and a signed copy of this Assignment sent by a party by fax or email shall be effective and binding on the sending party as if it was an original signed copy of the document. IN WITNESS WHEREOF, the undersigned have executed this Assignment, Assumption, and Consent Agreement to be effective as of the day and year first above written. ASSIGNOR: PROFESSIONAL PARKING By: T. e: ASSIGNEE: LAZ PARKING CALIFORNIA, LLC BY Na me: H� T�— Title: CLIENT: CITY OF NEWPORT BEACH By: Grace K. Leung City Manager ATTEST: By: Leilani I. Brown City Clerk APPROVED AS TO .FORM: CITY ATTORNEY"S OFFICE By:rte^► Toy' -Aaron C. Harp City Attorney Assignment, Assumption, and Consent Agreement Page 2 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 2/25/19 Dept./Contact Received From: Raymund Date Completed: 3/11/19 Sent to: Raymund By: Jan Company/Person required to have certificate: LAZ Parking — Balboa Peninsula Transit Type of contract: Other I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 7/31/18 — 7/31/19 A. INSURANCE COMPANY: Lexington Insurance Company B. AM BEST RATING (A-: VII or greater): A / XV INSURANCE COMPANY: Liberty Mutual Fire Insurance Company C. ADMITTED Company (Must be California Admitted): B. Is Company admitted in California? ❑ Yes ® No D. LIMITS (Must be $1 M or greater): What is limit provided? $1M/$2M E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must Is Company admitted in California? include): Is it included? (completed Operations status does ❑ No D. not apply to Waste Haulers or Recreation) ❑ Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND UM, $2M min for Waste Haulers): What is limits provided? COMPLETED OPERATIONS ENDORSEMENT (completed $100M Excess Operations status does not apply to Waste Haulers) ❑ Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it N/A included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be ® Yes ❑ No included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured ❑ No H. is not limited solely by their negligence) Does endorsement ® N/A ❑ Yes include "solely by negligence" wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 7/31/18 — 7/31/19 A. INSURANCE COMPANY: Liberty Mutual Fire Insurance Company B. AM BEST RATING (A-: VII or greater) A / XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $1M + $100M Excess E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. ADDITIONAL INSURED WORDING: ❑ N/A ® Yes ❑ No G. PRIMARY & NON-CONTRIBUTORY WORDING: ❑ N/A ® Yes ❑ No H. HIRED AND NON -OWNED AUTO ONLY: ® N/A ❑ Yes ❑ No I. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No iii. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 7/31/18 — 7/31/19 A. INSURANCE COMPANY: Liberty Insurance Corporation B. AM BEST RATING (A-: VII or greater): A / XV C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ❑ Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) $1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ❑ Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY VI BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO. WHICH ITEMS NEED TO BE COMPLETED? Approved: 3/11/19 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach ® N/A ❑ Yes ❑ No ❑ N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ❑ Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Risk Management approval required for non -admitted General Liability carrier. 2/28/19 Risk Management roved use of non -admitted General Liabilitv carrier. Approved: Risk Management Date * Subject to the terms of the contract.