HomeMy WebLinkAboutAgreement A-18-123-3 with PCG.pdf-1-
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ASSIGNMENT OF AGREEMENT
THIS ASSIGNMENT OF AGREEMENT (“ASSIGNMENT”) is made and entered into this
_____ day of _________________, 2021 , by and between the COUNTY OF FRESNO, a political
subdivision of the State of California ("COUNTY"), PUBLIC CONSULTING GROUP, INC., a
Massachusetts corporation, whose address is 148 State Street, Tenth Floor, Boston MA 0219
(“ASSIGNOR”) and PUBLIC CONSULTING GROUP, LLC, a Delaware limited liability corporation,
whose address is 148 State Street, Tenth Floor, Boston MA 02109 (“ASSIGNEE”).
WITNESSETH:
WHEREAS, COUNTY and ASSIGNOR entered into Agreement No. 18-123, effective April
1, 2018, and Amendment I to Agreement No. 18-123 (Agreement No. 18-123-1), effective March
24, 2020, both of which are collectively hereinafter referred to as the “Agreement”, pursuant to
which ASSIGNOR agreed to provide ongoing consulting services and training for the COUNTY’s
Service Center/Client Needs-Based Service Delivery Model ensuring a consistent level of service
across all Service Center offices and support with future projects through its Department of Social
Services (DSS); and
WHEREAS, on December 31, 2020, ASSIGNEE was formed and began performing all
obligations of ASSIGNER under the Agreement and COUNTY began paying ASSIGNEE for
such services performed; and
WHEREAS, ASSIGNOR and ASSIGNEE would like to assign all obligations and
privileges of the Agreement to ASSIGNEE; and
WHEREAS, SECTION 8 – NON-ASSIGNMENT of the Agreement provides for the
assignment of the Agreement with the written consent of both Parties; and
WHEREAS, ASSIGNOR wishes to assign, transfer, and delegate all of its rights,
benefits, responsibilities, and obligations under the Agreement to ASSIGNEE; and
WHEREAS, ASSIGNEE represents that it is willing and qualified to accept the
assignment, transfer, and delegation of ASSIGNOR’S rights, benefits, responsibilities, and
obligations under the Agreement, and to perform faithfully and completely in ASSIGNOR’s stead
thereunder.
Agreement No. 18-123-3
23rd March
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NOW, THEREFORE, the parties agree that the Agreement shall be, and is, transferred and
assigned by ASSIGNOR to ASSIGNEE as follows:
1. ASSIGNOR does hereby transfer and assign all of its rights and interest in, and
delegates all of ASSIGNOR’s obligations and responsibilities under the Agreement, to ASSIGNEE.
2. ASSIGNEE hereby accepts from ASSIGNOR such Assignment of the Agreement,
and ASSIGNEE agrees, as a direct obligation to COUNTY, without qualification or reservation of
right, to perform each and every one of ASSIGNOR’S obligations and responsibilities under the
Agreement, and to adhere to all terms of the Agreement as though ASSIGNEE were the signatory
party of said Agreement, in lieu of ASSIGNOR. As such, ASSIGNEE agrees that its liability under
the Agreement shall include liability accruing as a result of ASSIGNOR’s, as well as ASSIGNEE’s,
performance or failure to perform its obligations under the Agreement.
3. COUNTY hereby agrees to this Assignment of the Agreement.
4. Each person executing this Assignment in a representative capacity hereby
warrants and represents to the other parties that he or she is authorized to do so, and that his or
her signature shall be binding on that party.
5. ASSIGNEE agrees to each and every term and condition of the Agreement.
6. This Assignment shall be effective retroactive to December 31, 2020.
7. Section 24 – NOTICES of the Agreement shall be amended to provide that the
persons having authority to give and receive notices under the Agreement are as follows:
COUNTY CONTRACTOR
Director, Department of
Social Services
CEO
Public Consulting Group LLC
P.O. Box 1912 148 State Street, Tenth Floor
Fresno, CA 93718-1912 Boston, MA 02109
8. ASSIGNEE and ASSIGNOR hereby represent and covenant that any prior
payments paid by COUNTY under the Agreement, from December 31, 2020 until the execution of
this Assignment have been paid to the correct party, and that no further payments are owed by
COUNTY to ASSIGNOR or ASSIGNEE.
1 IN WITNESS WHEREOF, the parties hereto have executed this Assignment of Agreement
2 as of the date f irst above written.
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1lliam S. Mosako~fki , President
Public Consulting yroup, Inc.
LW ~110a=
Mark R. Kmetz , Assistant Secretary
Public Consulting Group , Inc.
11 Public Consulting Group , Inc.
148 State Street , Tenth Floor
12 Boston, MA 02109
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18 "~v
19 ark R. Kmetz , Assistant Secretary
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Public Consulting Group LLC
Public Consulting Group LLC
148 State Street , Tenth Floor
Boston, MA 02109
FOR ACCOUNTING USE ONLY
Fund : 0001/1000
Organization : 56107001
Account/Program: 7295
28 DEN:ac
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cou 72t;:
Steve Brandau , Chairman of the
Board of Supervisors of the County
of Fresno
ATTEST:
Bernice E . Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
By :~~
Deputy