1 CONSENT TO ASSIGNMENT OF THE AGREEMENT
FOR PROJECT SERVICES BETWEEN THE CITY OF REDONDO BEACH
AND SANCON TECHNOLOGIES, INC. TO VORTEX SERVICES, LLC DBA SANCON
TECHNOLOGIES
THIS CONSENT TO ASSIGNMENT (this "Consent") is made by the City of Redondo Beach, a chartered municipal corporation (“City”), Sancon Technologies, Inc., a California corporation ("Assignor”), and Vortex Services, LLC, a Delaware limited liability company dba Sancon Technologies (“Assignee”).
WHEREAS, on April 16, 2019, the City and Assignor originally entered into the Agreement for Project Services (the "Agreement");
WHEREAS on January 17, 2023, the City and Assignor entered into a First Amendment to the Agreement ("First Amendment");
WHEREAS on May 7, 2024, the City and Assignor entered into a Second Amendment to the Agreement ("Second Amendment");
WHEREAS, on January 2, 2025, Assignee executed an Asset Purchase Agreement with Assignor, pursuant to which Assignee acquired substantially all of the assets and ongoing operations of Assignor, including all of Assignor’s rights, title, interests, and obligations under the Agreement (the “Transaction”);
WHEREAS, Assignee filed a fictitious business name statement in California and is conducting business as Sancon Technologies to ensure continuity of services; WHEREAS, for the purpose of this Consent, Assignor shall have the authority to assign the Agreement to Assignee;
WHEREAS, under Section 18 of the Agreement, Assignor is required to obtain the City's prior written consent to any assignment of its rights and obligations under the Agreement; and
WHEREAS, City wishes to provide its consent to the assignment of the Agreement from Assignor to Assignee, with such consent being retroactively effective as of January 2, 2025, the date the Transaction was executed.
NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the City hereby issues its approval and consent to said assignment of the Agreement subject to the following conditions:
1. Consent to Assignment: City consents to the assignment of the Agreement from Assignor to Assignee; provided, however, that this Consent shall not impose any additional obligations on the City or otherwise affect any of the rights of the City under the Agreement.
2. Assignment and Delegation: Under this Consent, Assignor hereby grants, conveys, transfers, assigns, and sets over its entire rights and delegates its 2 entire obligations under the Agreement, including without limitation, all rights, duties, and obligations arising therefrom or relating thereto.
3. Assumption by Assignee: Assignee accepts the assignment of the Agreement and acknowledges and represents to City that it will assume and perform each and every term, obligation, and condition as set forth in the Agreement, whether arising prior to, on, or subsequent to the date of this Consent, which is hereby assigned to Assignee.
4. Retroactive Effect: City’s consent to the assignment of the Agreement from Assignor to Assignee, as provided herein, shall be retroactively effective as of January 2, 2025, the date on which the Transaction was executed by Assignor and Assignee. This Consent shall validate and ratify the assignment and all actions taken by the Assignee under the Agreement from that date forward, as if this Consent had been executed at the time of the original assignment.
5. Remittance of Payments and Notice: City will remit payments relating to Assignor’s services and/or products covered under the Agreement to Assignee at the address outlined in the Notices section.
6. Notices: Written notices required under the Agreement, including those pertaining to this Consent, shall be delivered by registered or certified mail, postage prepaid, email, or personally or personally served, and addressed to the following parties.
City: City of Redondo Beach
Public Works, Engineering Division
415 Diamond Street
Redondo Beach, CA 90277
Attention: Lauren Sablan, City Engineer
Email: [email protected]
Assignee: Vortex Services, LLC
5841 Engineer Drive
Huntington Beach, CA 92649
Attention: Ryan Helmuth, Vice President
Email: [email protected]
All notices, including notices of address changes, provided under this Agreement are deemed received as follows: (1) on the second business day after emailing, provided that no “bounce-back” or similar message indicating non-delivery is received; (2) on the third day after mailing if sent by registered or certified mail; or (3) upon personal delivery. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party in accordance with this section.
7. Continuing Terms: Except as otherwise set forth herein, the terms and conditions of the Agreement shall remain in full force and effect between the parties.
3 8. Authority to Execute: The individuals executing this Consent represent that they have full authority to execute this document on behalf of the entity for whom they are acting herein. In the event the parties for Assignor and Assignee are not duly authorized to enter into and execute this Consent, the parties shall be personally liable to City.
9. Severability: Should any provision of this Consent be found invalid or unenforceable, the decision shall affect only the provision interpreted, and all remaining provisions shall remain enforceable to the fullest extent permitted by law.
10. Amendment: This Consent may be modified or amended only by a subsequent writing executed by all of the parties.
11. Governing Law: This Consent shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law.
12. Venue: In the event of any dispute arising hereunder, venue for any action shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.
13. Attorney’s Fees: In the event of any dispute arising out of this Consent, the prevailing party shall be entitled to its reasonable attorney’s fees and costs, including expert witness fees.
SIGNATURES FOLLOW ON NEXT PAGE
4 IN WITNESS WHEREOF, the parties have executed this Consent in Redondo Beach, California, as of this 15th day of April, 2025.
CITY OF REDONDO BEACH,
a chartered municipal corporation
___________________________
James A. Light, Mayor
ASSIGNOR ASSIGNEE
SANCON TECHNOLOGIES, INC., VORTEX SERVICES, LLC, a Delaware a California corporation limited liability company dba Sancon Technologies
By: _______________________ By: _______________________ Name: _______________________ Name: _______________________ Title: _______________________ Title: _______________________ ATTEST: APPROVED:
__________________________ __________________________
Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
___________________________
Joy A. Ford, City Attorney
Vice President
Ryan Helmuth Ryan Helmuth
Vice President
ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?
INSR ADDL SUBR
LTR INSD WVD
DATE (MM/DD/YYYY)
PRODUCER CONTACT NAME: PHONE FAX
(A/C, No, Ext): (A/C, No): E-MAIL ADDRESS:
INSURER A :
INSURED INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
POLICY NUMBER
POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS
AUTOMOBILE LIABILITY
UMBRELLA LIAB
EXCESS LIAB WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $ DAMAGE TO RENTED
CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $
MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG $ OTHER: $ COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $
If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ INSURER(S) AFFORDING COVERAGE NAIC #
COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
CERTIFICATE OF LIABILITY INSURANCE
Lockton Companies, LLC
DBA as Lockton Insurance Brokers, LLC in CA
CA license #0F15767
3657 Briarpark Dr., Ste. 700
Houston TX 77042
(866) 260-3538
Vortex Services, LLC
(See Attached Named Insured Schedule)
18150 Imperial Valley Drive
Houston TX 77060
American Casualty Company of Reading, PA 20427
Continental Casualty Company 20443
The Continental Insurance Company 35289
Crum & Forster Specialty Insurance Co 44520
Transportation Insurance Company 20494
X
X
2,000,000
500,000
15,000
2,000,000
4,000,000
4,000,000
X
2,000,000
XXXXXXX
XXXXXXX
XXXXXXX
XXXXXXX
X
X
10,000,000
10,000,000
XXXXXXX
N
X
1,000,000
1,000,000
1,000,000
Contractors Pol./Prof.
Liab. (E&O)(Claims Made)
$5M Each Occ.; $5M Agg.
$5M Each Wrongful Act
B 8018648618 2/11/2025 12/11/2025
B 8018648621 (PD) 2/11/2025 12/11/2025
A 8018648635 2/11/2025 12/11/2025
E PKC-116341 12/11/2024 12/11/2025
A 7094435231 12/11/2024 12/11/2025
C 8018648599 (AOS) 2/11/2025 12/11/2025
D 8018648585 (CA) 2/11/2025 12/11/2025
D 8018648604 (AZ,MA,OR,WI) 2/11/2025 12/11/2025
12/11/2025
1552676
Y Y
Y Y
Y Y
Y
12/27/2024
Y Y
21254564
21254564 XXXXXXX
City of Redondo Beach
415 Diamond Street
Redondo Beach CA 90277
Contractors Pollution Deductible: $50,000 each pollution condition. E&O (Professional) Deductible: $50,000 each claim. Effective 1/2/2025, new acquisition Sancon Technologies, Inc. rolled into Vortex Services, LLC program. RE: Job #T19064 - Annual As-Needed Contract for the Maintenance and Repair of the Stormdrain and Wastewater Conveyance Systems.
See Attachments
All policies (except Workers' Compensation/EL) include a blanket automatic additional insured [provision] that confers additional insured status to the certificate holder only if there is a written contract between the named insured and the certificate holder that requires the named insured to name the certificate holder as an additional insured. In the absence of such a contractual obligation on the part of the named insured, the certificate holder is not an additional insured under the policy. All policies include a blanket automatic waiver of subrogation endorsement [provision] that provides this feature only when there is a written contract between the named insured and the certificate holder that requires it. In the absence of such a contractual obligation on the part of the named insured, the waiver of subrogation feature does not apply. All policies (except Workers' Compensation/EL) contain a special endorsement with "Primary and Noncontributory" wording.
All policies include a blanket notice of cancellation to certificate holders endorsement, providing for 30 days' advance notice if the policy is cancelled by the company other than for nonpayment of premium, 10 days' notice if the policy is cancelled for nonpayment of premium. Notice is sent to certificate holders with mailing addresses on file with the agent or the company. The endorsement does not provide for notice of cancellation if the named insured requests cancellation.
Miscellaneous Attachment: M529788 Master ID: 1552676, Certificate ID: 21254564
VORTEX NAMED INSUREDS
Vortex Intermediate, LLC
Vortex Lining Systems, LLC
Vortex Companies, LLC
Vortex Infrastructure Services, LLC
Vortex Industrial Solutions, LLC
Vortex Services, LLC F/K/A VacVision Environmental, LLC dba VacVision, LLC Vortex Infrastructure Products, LLC
Quadex, LLC
Schwalm USA, LLC
Vortex Companies International, LLC
Vortex International US, Inc. F/K/A Quadex International US, Inc. Vortex Canada Inc.
Fleer-Tech GmbH
Vortex Technology Group, LLC
CIPP Corp., LLC
Vortex Geotechnical, LLC
Tri-State Utilities LLC
Lining Division Ltd. Vortex Europe AG
Vortex Europe GmbH
Sancon Technologies, Inc.
Attachment Code: D541833 Master ID: 1552676, Certificate ID: 21254564
CERTIFICATION
(Vortex Services, LLC dba Sancon Technologies)
Date: January 2, 2025
TO WHOM IT MAY CONCERN:
I, the undersigned Senior Vice President and Secretary of Vortex Companies, LLC, a Delaware limited liability company, hereby certify as follows:
• That Vortex Services, LLC is a wholly-owned subsidiary of Vortex Infrastructure Services, LLC, which is a wholly-owned subsidiary of Vortex Companies, LLC; • That Vortex Services, LLC is the successor to Sancon Technologies, Inc.; • That Sancon Technologies is a trade name of Vortex Services, LLC; and • That the following individuals are officers and authorized signatories of Vortex Services, LLC dba Sancon Technologies:
Michael Vellano Chief Executive Officer and President
Matthew Samford Chief Financial Officer and Treasurer
Ryan Graham Chief Operating Officer
Lou Gastin Chief Accounting Officer and Assistant
Secretary
B.J. Kerstiens Senior Vice President – Services
Quin Breland Senior Vice President – Shared Services,
General Counsel, and Secretary
Chuck Parsons Regional Vice President – Sancon
Technologies
Ryan Helmuth Vice President and General Manager –
Sancon Technologies
Gary Drew Operations Manager – Sancon
Technologies
That each of the foregoing officersis authorized to execute bid packages, contracts,subcontracts, purchase orders, change orders and all other contract documents on behalf of the Company and fully bind the Company.
This Certification may be relied upon by third parties to confirm the authority of officers to act on behalf of the Company.
VORTEX SERVICES,LLC DBA SANCON TECHNOLOGIES
By: Vortex Infrastructure Services, LLC, its sole member By: Vortex Companies, LLC, its sole member
By:
Quin Breland, its Senior VP and Secretary