HomeMy WebLinkAboutAgreement A-24-071 Assignment of Agreement 17-565.pdf 23-1250 Agreement No. 24-071
1 AGREEMENT FOR ASSIGNMENT OF RIGHTS
AND DELEGATION OF DUTIES
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3 This Agreement for Assignment of Rights and Delegation of Duties
4 ("Assignment") is made and entered into this 6th day of February, 2024, by and
5 between Granite Solid Waste, Inc., a California corporation (hereinafter "ASSIGNOR")
6 and Mid Valley Disposal, LLC, a California Limited Liability Company (hereinafter
7 "ASSIGNEE"), subject to the approval and consent of the County of Fresno, a political
8 subdivision of the State of California ("County").
9 Recitals
10 A. ASSIGNOR is among the current eight (8) Designated Contractors
11 providing solid waste collection and recycling services under the County's Exclusive
12 Service Area Program ("ESAP") for solid waste collection in the unincorporated area of
13 Fresno County, pursuant to agreements between the County and each of those
14 Designated Contractors and in accordance with Chapter 8.21 ("Exclusive Service
15 Areas") and subsequently Chapter 8.27 ("Organic Waste Disposal Reduction
16 Program") of the Fresno County Ordinance Code.
17 B. The principals of ASSIGNOR have determined that they desire to cease
18 engaging in the solid waste collection business, while ASSIGNEE is interested in
19 assuming ASSIGNOR's obligations under the ESAP pursuant to an assignment of
20 ASSIGNOR's agreement with the County.
21 C. The County's consent is required as a precondition of the effectiveness of
22 any such assignment of ASSIGNOR's contractual duties under the subject agreement
23 between ASSIGNOR and the County.
24 D. ASSIGNOR and ASSIGNEE have satisfied the requirements enumerated in
25 Section 11.5.0 of the ESAP Agreement ("Requirements of CONTRACTOR").
26 E. Upon performance of its due diligence, the County has determined that the
27 proposed assignment meets suitability for continuation of a vital service to the County's
28 residents and businesses, and hereby grants its consent.
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1 The parties therefore agree as follows:
2 1. ASSIGNMENT:
3 In consideration of the foregoing, and for value received, the sufficiency of which
4 is hereby acknowledged, ASSIGNOR hereby assigns to ASSIGNEE all of
5 ASSIGNOR's rights and interests in and to that certain agreement dated October 31,
6 2017, by and between ASSIGNOR and the County of Fresno, entitled "Amended and
7 Successor Exclusive Service Area Agreement for Solid Waste, Recyclable Materials
8 and Green Waste and Organic Materials Services" (and denominated as Fresno
9 County Agreement No. 17-565, to include all subsequent amendments, hereinafter
10 "Subject Agreement"); and by this assignment, ASSIGNOR further delegates to
11 ASSIGNEE all of ASSIGNOR's duties and obligations of performance under the
12 Subject Agreement, concerning the provision of solid waste, recycling, and organic
13 collection services to customers pursuant to the terms thereof, on an exclusive basis
14 within the territory described in Exhibit "A".
15 2. ACCEPTANCE:
16 ASSIGNEE hereby accepts assignment of the Subject Agreement, subject to all
17 of the terms and conditions thereof(including the requisite consent by County to such
18 assignment, which if given shall be evidenced by the execution hereof on the County's
19 behalf by the Chairman of its Board of Supervisors); and by its acceptance of said
20 assignment, ASSIGNEE hereby agrees to assume and perform all duties and
21 obligations of ASSIGNOR under the Subject Agreement, and further to hold
22 ASSIGNOR harmless from any liability for performance or nonperformance of such
23 obligations, from and after the effective date of this assignment throughout the
24 remaining term of the Subject Agreement.
25 3. AUTHORIZATION:
26 Each person executing this agreement in a representative capacity hereby
27 warrants and represents that he or she is authorized to do so and that his or her
28 signature shall be binding on that party.
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1 EXECUTED AND EFFECTIVE as of the date set forth above.
2 Granite Solid Waste, Inc, as "Assignor' COUNTY OF FRESNO
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4 By: By:
Jo eLecce, Pre ident Nathan Magsig, Chairman of the
5 01ranite Solid Waste, inc. Board of Supervisors of Fresno County
6
Mid Valley Disposal, LLC, as "Assignee"
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8
By:
9 Joe Kalpakoff, Managing Member of
Mid Valley Disposal, LLC
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11 ATTEST:
Bernice E. Seidel
12 Clerk of the Board of Supervisors
13 County of Fresno, State of California
14 BY --� -------
Deputy___
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