HomeMy WebLinkAboutAgr 2012-01-31 (Winzler & Kelly to GHD, Inc.)ASSIGNMENT, NOVATION AND CONSENT AGREEMENT
This ASSIGNMENT, NOVATION AND CONSENT AGREEMENT is made as of the V S~ day of January
2012 ("Agreement") by and among Winzler & Kelly, with an address of 2235 Mercury Way, Suite 150,
Santa Rosa, CA 95407, ("Assignor"), GHD Inc., a California Corporation, with an address of 2235 Mercury
Way, Suite 150, Santa Rosa, CA 95407, ("Assignee"), and the Town of Tiburon, with an address of 1505
Tiburon Blvd., Tiburon, CA 94920 ("Town").
WHEREAS, Assignor and Town entered into contract for on-call professional services effective October
23, 2010 (the "Contract"); and
WHEREAS, Assignor, Assignor's parent (GHD Group Pty Ltd), and Assignee (whose parent is also GHD
Group Pty Ltd) have entered into an agreement whereby Assignor is to be merged with and into
Assignee, who will be the surviving corporation from the merger; and
WHEREAS, Assignee wishes to acquire the Contract and to continue to provide such Services to the
Town',in accordance with the terms and conditions of the Contract; and
WHEREAS, the Town is willing to release Assignor from the obligations under the Contract and to
consent to Assignee assuming such obligations under the Contract, on condition that Assignee assume
said obligations in their entirety; and
WHEREAS, the parties desire to substitute Assignee in place of Assignor with respect to the Contract;
NOW, THEREFORE, in consideration of the premises hereto and the mutual covenants and agreements
herein set forth, the parties agree as follows:
1. Assignor does hereby assign, transfer, and convey to the Assignee as of January 1, 2012 (the
"Effective Date") all of Assignor's title, right, obligations, and interest in, to and under the said Contract.
2. Assignee hereby accepts such assignment of the Contract as of the Effective Date, and agrees to
assume all of Assignor's duties and obligations in, to and under the Contract from and after the Effective
Date. Such assignment shall not hinder or preclude Assignee from participating in any future Town
opportunities.
3. The Town further consents to the substitution and novation of Assignee in place and instead of
Assignor from and after the Effective Date.
4. The Town and Assignee each consent to fully release Assignor from any and all obligations,
responsibilities, and duties under the Contract from and after the Effective Date.
5. Assignor agrees that it shall cooperate with Assignee in effectuating an orderly transition of the
Town information to the Assignee in order for Assignee to fulfill its obligations, responsibilities, and
duties under the Contract from and after the Effective Date.
6. Assignee agrees to indemnify Assignor from any and all claims, actions, judgments, liabilities,
proceedings and costs, including reasonable attorneys' fees and other costs of defense and damages,
resulting from and related to the Contract from and after the Effective Date.
7. Assignor agrees to indemnify the Town and Assignee from any and all claims, actions,
judgments, liabilities, proceedings and costs, including reasonable attorneys' fees, resulting from and
related to Assignor's performance under the Contract to the extent of Assignor's existing obligations to
the Town under the Contract, and subject to the terms of the Contract prior to the Effective Date.
8. This Agreement constitutes the entire agreement concerning the assignment between the
parties and it may not be modified, altered or amended other than in writing executed by the party
sought to be charged thereby.
9. This Agreement may be executed in faxed counterparts, and in such event, the counterpart
signatures shall be assembled and shall together constitute a complete agreement.
10. This Agreements shall not be construed in favor of or against either party but shall be construed
as if all parties prepared this Agreement. The masculine and neuter genders, the singular number and
the present tense shall be deemed to include the feminine gender, the plural number and past and
future tense, respectively, where the context so requires.
11. The laws of the State of California shall govern this Agreement. In the event that a
dispute arises between the parties, Marin County shall be the venue for resolving said dispute.
IN WITNESS WHEREOF, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THE ASSIGNMENT,
NOVATION AND CONSENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. EACH PARTY HAS
FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS ASSIGNMENT, NOVATION AND
CONSENT, AND THE PERSON SIGNING THIS ASSIGNMENT, NOVATION AND CONSENT ON BEHALF OF
EACH HAS BEEN PROPERLY AUTHORIZED AND EMPO'
NOVATION AND CONSENT.
GHD Inc.
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. V t t-V
By:
Name: Theodore B. Whiton, P.E.
Title: Operations Manager
Town of Tiburon
By:
Name:
Title:
Win.
By:
Name: Alex Culick, P.E.
Title: Managing Principal
Approved as to Fore
By:
Name: Ann R. Danforth
Title: Town Attorney