Part D Advisors Inc. 2/9/2023 - Laserfiche WebLink

CONSENT TO ASSIGNMENT OF AGREEMENT This Consent to Assignment of Agreement (this "Consent") dated as of 2/ q 2 -2 3 (the "Effective Date"), is made and entered into by and between PART D ADVISORS, INC., a Michigan corporation ("Assignor") and CITY OF EVERETT ("Customer"). Assignor and Customer are sometimes referred to in this Consent collectively as the "Parties." WHEREAS, Assignor and Customer previously entered into various agreements governing Customer's engagement of Assignor for the purpose of providing services to Customer and certain other rights and obligations between Customer and Assignor, including but not limited to that certain Service Agreement and the related Business Associate Agreement and Authorization and Request for Release of Documents (such agreements, including all amendments, addendums, and modifications thereto, the "Agreement"); WHEREAS, Accretive Global Insurance Services, LLC ("AGIS") has acquired substantially all assets of Assignor(the"Acquisition"), and in connection with the Acquisition,AGIS has hired Assignor's employees responsible for providing services to Customer under the Agreement,enabling AGIS to continue such services to Customer in accordance with the Agreement; and WHEREAS, in connection with the Acquisition, Assignor desires to assign, and AGIS desires to accept assignment of, Assignor's rights and obligations under the Agreement, and Customer desires to consent to such assignment. NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Consent and the Agreement and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties hereto agree as follows: 1. Incorporation of Recitals. The recitals set forth above are true and correct and incorporated herein by this reference. 2. Consent to Assignment. By its signature below and pursuant to the Agreement,Customer consents to the assignment of the Agreement by Assignor to AGIS, waives any rights it has under the Agreement that arise with respect to the Acquisition and acknowledges that the Agreement shall not be terminated in connection with the Acquisition or the assignment of the Agreement by Assignor to AGIS. Except as expressly set forth in this Consent, nothing in this Consent shall be deemed or be otherwise construed as Customer's waiver of any right under the terms of the Agreement, at law or in equity. 3. Representations and Warranties. a. Assignor and Customer each represents and warrants that the Agreement represents a valid and subsisting obligation of itself(and,to its knowledge, of the other party)and that it has no knowledge of any defenses or offsets against those obligations. b. Assignor and Customer each represents and warrants that neither it nor(to its knowledge) the other party is in any respect in default in the performance of the terms and provisions of the Agreement,and there is no fact or condition known to it which,with notice or lapse of time or both, would cause a default.