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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.
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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.
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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]
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"CITY"
By:
Name: Dominic Lazzaretto
Title: City Manager
ATTEST:
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Ci • erk
-
APPROVED AS TO FORM:
City Attorney
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