HomeMy WebLinkAboutAgreement A-23-393 Assignment from Fujitsu America to Fujitsu North America (2).pdf Agreement No. 23-393
1 ASSIGNMENT OF AGREEMENT
2 THIS ASSIGNMENT OF AGREEMENT (hereinafter "Assignment") is made and entered into
3 this 8th day of August , 2023, by and among COUNTY OF FRESNO, a Political Subdivision of
4 the State of California (hereinafter"COUNTY"), FUJITSU AMERICA, INC. a California corporation
5 (hereinafter"ASSIGNOR"), whose address is 350 Cobalt Way, Sunnyvale, CA 94085 and FUJITSU
6 NORTH AMERICA, INC. a California corporation (hereinafter"ASSIGNEE"), whose address is 350
7 Cobalt Way, Sunnyvale, CA 94085.
8 WITNESSETH:
9 WHEREAS, COUNTY and ASSIGNOR entered into that certain Agreement, COUNTY number
10 A-21-363, dated September 7, 2021 (hereinafter "Agreement"), pursuant to which ASSIGNOR agreed
11 to provide services relating to the conversion of COUNTY's Property Management Information System
12 (PMIS) from the previous mainframe COBOL infrastructure to a .NET environment;
13 WHEREAS, under the Agreement, the ASSIGNOR is required to have commenced
14 performance thereunder on September 7, 2021, and complete its performance on September 6, 2024,
15 unless terminated sooner, as provided under the Agreement;
16 WHEREAS, in a letter dated April 1, 2022, ASSIGNEE informed COUNTY that there was
17 internal restructuring within the Fujitsu organization such that ASSIGNOR's operations became part of
18 the ASIGNEE's operations, and all existing ASSIGNOR agreements were assigned to the ASIGNEE.
19 As such, ASSIGNEE will acquire the Agreement from ASSIGNOR;
20 WHEREAS, ASSIGNOR wishes to transfer, assign all of its rights and interest in, and delegate
21 all of its obligations and duties under, the Agreement to ASSIGNEE, as provided herein;
22 WHEREAS, ASSIGNEE represents to COUNTY that ASSIGNEE desires to, and is qualified to,
23 accept the assignment of rights and interest of ASSIGNOR in, and delegation of obligations and duties
24 of ASSIGNOR under, the Agreement and agrees to each and every term and condition of the
25 Agreement, as provided herein.
26 WHEREAS, ASSIGNEE has proposed the First Amendment to the Agreement, provided the
27 Assignment is approved the COUNTY.
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Assignment of Agreement—County of Fresno number A-21-363
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1 WHEREAS, Section 9 of the Agreement, entitled NON-ASSIGNMENT, provides that neither
2 party shall assign its rights or delegate its obligations under the Agreement without the prior consent of
3 the other party. COUNTY reserves the right not to consent to this Assignment if ASSIGNOR and
4 ASSIGNEE do not give such approvals or if ASSIGEE does not enter into such First Amendment to
5 Agreement.
6 1. ASSIGNOR assigns all of its rights and interest in, and delegate all of its obligations
7 and duties under, the Agreement to ASSIGNEE, as provided herein;
8 2. ASSIGNEE accepts the assignment of rights and interest of ASSIGNOR in, and
9 delegation of obligations and duties of ASSIGNOR under, the Agreement and agrees to
10 each and every term and condition of the Agreement, as provided herein.
11 3. ASSIGNOR's liability under the Agreement shall be limited to that liability it may have
12 incurred arising from or in connection with its performance or failure to perform its
13 obligations and duties under the Agreement, from the effective date of the Agreement
14 through the Effective Date of this Assignment, as defined in paragraph 6, below
15 ("Effective Date"). This Assignment relieves ASSIGNOR from its obligations and duties
16 under the Agreement that accrue after the Effective Date of this Assignment.
17 ASSIGNOR represents and warrants to COUNTY that ASSIGNOR has performed all of
18 its and obligations and duties under the Agreement up to the Effective Date of this
19 Assignment, and that ASSIGNOR will provide an orderly transition of its services under
20 the Agreement from ASSIGNOR to ASSIGNEE.
21 4. ASSIGNOR and ASSIGNEE agree that all payments made by County before the
22 Effective Date have been paid in full. Specifically, ASSIGNOR and ASSIGNEE agree
23 that all payments by the County as of April 1, 2022, were appropriately made to Fujitsu
24 America, Inc., and the County has fully satisfied all obligations to Fujitsu America Inc.
25 Furthermore, as of April 2, 2022, all payments by the County for services under the
26 Agreement have been and continue to be made to Fujitsu North America, Inc. Fujitsu
27 America releases and waives claim to any payments under the Agreement after that
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1 date."
2 5. Each party to this Assignment hereby warrants and represents to the other parties to
3 this Assignment that each person executing this Assignment in a representative
4 capacity on behalf of such party is authorized to do so and that his or her signature
5 shall be binding on that party.
6 6. This Assignment shall be retroactive, effective commencing April 1, 2022 ("Effective
7 Date of this Assignment"), provided however, COUNTY's consent herein is not a
8 waiver, nor shall it be construed as a waiver, by the COUNTY of the right to enforce the
9 terms and conditions of Section 9 ("Non-Assignment") of the Agreement for any future
10 proposed assignment of the Agreement by ASSIGNEE, or its successors or assigns.
11 7. This Assignment shall be governed by California laws.
12 8. The persons having authority to give and receive notices under this Assignment, and
13 their respective addresses, include the following:
14 COUNTY
Director of Internal Services/Chief Information Officer
15 County of Fresno
16 333 W. Pontiac Way
Clovis, CA 93612
17 isdcontracts@fresnocountyca.gov
18 ASSIGNEE
Duane Wichman, Sr. Commercial Director
19 Fujitsu North America, Inc.
350 Cobalt Way MS 124
20 Sunnyvale, CA 94085
21 duane.wichman@fujitsu.com
22 ASSIGNOR
Daniel Braun. Secretary
23 Fujitsu America, Inc.
350 Cobalt Way
24 Sunnyvale, CA 94085
25 daniel.braun@fujitsu.com
26 All notices provided or permitted under this Assignment are governed by the provisions
27 of Section 13, Notices, set forth in the Agreement (except that the name and address of
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1 the CONTRACTOR and COUNTY therein, are the names and addresses of the parties
2 hereto).
3 9. This Assignment may be executed in any number of counterparts, each of which shall
4 be deemed an original, but all of which together shall constitute one and the same
5 Assignment, binding on the parties hereto according to its terms and conditions.
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1 In WITNESS WHEREOF,the undersigned hereby execute this Assignment by their signatures.
2 ATTEST:
3
4 ASSIGNOR: COUNTY OF FRESNO
5
6 Daniel Braun, Secretary Sa Qu' t o, C airman of the Board of
Supe iso a County of Fresno
7 350 Cobalt Way
8 Sunnyvale, CA 94085
ATTEST:
9 Bernice E. Seidel
Clerk of the Board of Supervisors
10 County of Fresno, State of California
11 ASSIGNEE: By: A r;o-, j j Ere.
12 Deputy
Drtie WicG�wtan
13 jj
Duane Wichman, Sr. Commercial Director
14
350 Cobalt Way
15 Sunnyvale, CA 94085
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17 For accounting use only:
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Org No.: 8905
19 Account No.: 7311
Fund No.: 1020
20 Subclass No.: 10000
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