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HomeMy WebLinkAboutC-3092 - 3o ?O� no -a n ASSIGNMENT AND ASSUMPTION OF AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT ( "Assignment") is entered into as of October ig , 2016 (dated for reference purposes only), by and among PACIFIC MUNICIPAL CONSULTANTS, dba PMC, a California corporation ("Assignor"), MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation ("Assignee"), and the CITY OF ARCADIA, CALIFORNIA, a municipal corporation and charter city in the State of California ("City")." RECITALS A. On or about December 17, 2014, Assignor and City entered into a certain Professional Services Agreement ("Agreement") regarding on-call environmental consulting services. B. On January 1, 2016, Assignor merged with and into Assignee, which is now Assignor's parent corporation. C. Pursuant to Section 3.5.12 of the Agreement, Assignor may not assign, hypothecate or transfer, either directly or by operation of law, the Agreement or any interest therein without prior consent of City. D. Pursuant to Section 3.5.11 of the Agreement, the Agreement shall be binding on the successors of the Assignor and the City. E. Assignor now desires and intends to assign to Assignee, and Assignee desires and intends to accept assignment of, all rights and obligations of Assignor under • the Agreement. F. City desires and intends to consent to such assignment and assumption by Assignor and Assignee. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor, Assignee and City hereby agree as follows: 1. Effective Date. The effective date of this Assignment shall be January 1, 2016 ("Effective Date"). 2. Assignment. Subject to the written consent of City, Assignor hereby assigns, conveys and transfers to Assignee all of Assignor's right, title and interest, and Assignor's duties and obligations, in, to and under the Agreement ("Assignor's Interest"), effective as of the Effective Date. 3. Assumption. Assignee hereby accepts the assignment of Assignor's Interest, and hereby assumes all of the rights, duties and obligations of Assignor under the Agreement, as of the Effective Date. 1 4. Consent to Assignment. City hereby consents to the foregoing assignment and assumption of the Assignor's Interest, and of the Agreement. 5. Amendment of the Agreement. For purposes of the Agreement, Michael Baker International, Inc, shall be deemed to replace PMC as a party to the Agreement, and shall be deemed to be the Consultant, as that term is defined and wherever it is set forth in the Agreement. 6. General Provisions. a. Each party represents and warrants that it has full power and authority to execute and fully perform its obligations under this Assignment pursuant to its governing instruments, without the need for any further action, and that the person(s) executing this Assignment on behalf of such party are duly designated agents and are authorized to do so. b. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement after each party has executed such a counterpart. c. This Assignment shall be governed, construed and enforced in accordance with the laws of the State of California; venue shall be in the County of Los Angeles. d. Any assignment of any obligation of Assignee under the Agreement to any other party remains subject to the controlling assignment provisions of the Agreement. e. This Assignment shall be binding on and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns. [SIGNATURES ON NEXT PAGE] 2 IN WITNESS WHEREOF, Assignor, Assignee and City have each entered into this Assignment. "ASSIGNOR" Michael Baker International, Inc, acting on behalf of PMC By: Name: ?hilp. (3. eQd er Title: 0 (CP (P i'ioSfctr, F By: 2'Lti�tiil, GI Name: J e n n t (' e3L9eGt-C-- Title: e2-t I "ASSIGNEE" Michael Baker International, Inc. By: Name: Tht\l.lp Title: V ice t rei By: C4ti 4U d 2A Name: I cnniier 1-G oeu Title: ASS'rs i f sac-re:Lr1 [SIGNATURES ON NEXT PAGE] 3 "CITY" By: Name: Dominic Lazzaretto Title: City Manager ATTEST: lb 14 ) ,t, Ci • erk - APPROVED AS TO FORM: City Attorney 4 /kw