HomeMy WebLinkAboutAgreement A-15-369-1 with Merrill Communications and Toppan Merrill LLC.pdfAgreement No . 15-369-1
1 ASSIGNMENT OF AGREEMENT
2 THIS ASSIGNMENT OF AGREEMENT (hereinafter "Assignment") is made and entered into
3 this 26 day of March , 2019 , by and between COUNTY OF FRESNO a Political Subdi v ision of the
4 State of California, 2220 Tulare Street, Fresno , CA 93721 (hereinafter "COUNTY"), and MERRILL
5 COMMUNICATIONS , LLC (hereinafter "ASSIGNOR"), and TOPPAN MERRILL, LLC , a Delaware
6 Corporation , (hereinafter "ASSIGNEE"), whose address is 1501 Energy Park Drive, St. Paul , MN
7 55108.
8
9 WITNESS ETH:
1 0 WHEREAS , COUNTY and ASSIGNOR entered into Agreement number 15-369 , dated August
11 11 , 2015 (the "Agreement"), pursuant to which ASSIGNOR agreed to provide Voter Information
1 2 Guides and Sample Ballot Booklets; and
13 WHEREAS , section 7 of the Agreement allows for assignment thereof with the written consent
1 4 of the COUNTY ; and
1 5 WHEREAS , on or about August 31 , 2018 , ASSIGNOR and ASSIGNEE completed a
1 6 consolidation whereupon ASSIGNEE agreed to perform ASSIGNOR 'S responsibilities and duties
1 7 under the Agreement effective September 1, 2018 (the "Assignment Effective Date ");
18 WHEREAS , ASS[GNOR wishes to assign, transfer and delegate all of its rights , benefits ,
19 responsibilities and obligations under the Agreement to ASSIGNEE; and ,
2 0 WHEREAS , ASSIGNEE represents that it is qualified to accept the assignment ofrights and
2 1 delegation of obligations of ASSIGNOR under said Agreement and agrees to each and every term and
2 2 condition of said Agreement.
23 NOW , THEREFORE, the Parties hereby agree as follows:
2 4 1. ASSIGNOR hereby transfers and assigns all of its rights and interest in , and delegate s all of
2 5 ASSIGNOR 's obligations under said Agreement to ASSIGNEE .
2 6 2 . ASSIGNEE hereby accepts from ASSIGNOR such assignment of the Agreement and
2 7 ASSIGNEE agrees , as a direct obligation to COUNTY and without qualification or
2 8 reservation of right, to perform each and every one of ASSIGNOR 's obligations and
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COUNTY OF FRESNO
Fresno, CA
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responsibilities und er th e Agreement as though ASSIGNEE was the signatory party to the
Agreem ent in lieu of ASSIGNOR. As such ASSIGNEE agrees that it's liability under the
Agreement shall in clude liability accruing as a r esult of ASSIGNOR's and, as well as,
ASSIGNEE's pe rforman ce or failure to p erform its obligations under the Agreement.
3.Each person executing this Assignme nt in a representative capacity her eby warrants and
represents to the other parti es that h e or she is authorized to do so and that his or her
signature shall be bindin g on the party her or she is representin g.
4.This Assignment shall be effective commencin g o n the Assignment Effective Date.
5.ASSIGNEE agrees to each and every t erm and condition of the Agreement.
6.The person s havin g authority to give and r eceive notices under this Agreem ent and their
addresses include the following:
COUNTY
Co unty Clerk/Registrar of Voters
Business Office
2221 Kem Street
Fresno, CA 93721
ASSIGNEE
General Counsel
Toppan M errill LLC
1501 Energy Park Drive 5 5 l 08
St. Paul, MN
16 In WITNESS WHEREOF, the undersigned have executed this Assignment as of the day and year first
1 7 above written.
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:;e
R: ))052
MERRILL COMMUNICATIONS LLC
(Authorized Signer)
Print Name: -----'T:;..::h=o=m=as=--=D�o=n=n=e=ll'-'-y __ _
Title : EVP CFO ·--='-'-"..>-.,;:=-:a:._ ________ _ Chairman of the B oard, or
Pr esident, or any Vice President
ASSIGNEE:
COUNTY OF FRESNO
By ., ('.' 2 � � Nathan Magsig, Chairma��
Board of Supervisors
ATTEST:
BERNICE E. SEIDEL, Cl�
Board of Supervisors
- 2 -COUN'IY OF f-RESNO
f-resno, C...A
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Print Name: Roy Gross
Title: COO
Chairman of the Board, or
President, or any Vice President
Fund/Subclass: CJ:::rg}!/ OCCO
ORG: 2tfe0\
Account No: 19...C\5
- 3 -COUN1Y OF FRESNO
Fresno,CA