HomeMy WebLinkAboutAGREEMENT FOR ASSIGNMENT - Sierra Cyber A-22-273.pdf 1 AGREEMENT FOR ASSIGNMENT OF RIGHTS AND DELEGATION OF DUTIES UNDER
2 AGREEMENT NO.A-22-273
3 This Agreement for Assignment of Rights and Delegation of Duties("Assignment")is
4 dated t\10b (-W-t and is between Sierra Cybernetics, Inc.,a California corporation
5 ("Assignor"),Sierra Cyber,LLC,a Delaware limited liability company("Assignee"or
6 "Contractor"),and the County of Fresno,a political subdivision of the State of California
7 ("County").
8 Recitals
9 A. The County and the Assignor entered into County Master Agreement No.A-22-085,
10 dated March 8,2022,for the Assignor to provide Information Technology Temporary and
11 Professional Services.
12 B. On June 21,2022,the County and the Assignor entered into the First Amendment to
13 Master Agreement No.A-22-085("Agreement No.A-22-273"),to add an additional contractor
14 and amend one of the contractor's rates.
15 C. The Assignor informed the County in writing,with a letter dated August 23, 2025,that it
16 has merged with the Assignee and now together operate under the Assignee's legal entity.
17 D. Section 12 of the Agreement allows for the assignment of the Agreement with the written
18 consent of both parties.The Assignor wishes to assign,transfer,and delegate all of its rights,
19 benefits,responsibilities,and obligations under the Agreement to the Assignee.
20 E. The Assignee represents that it is wiffing and qualified to accept the assignment of rights
21 and delegation of obligations of the Assignor under the Agreement and agrees to each term and
22 condition of the Agreement.
23 F. The Assignor represents that it does not have any claims against the County, including
24 claims for payments.
25 G. The County and the Assignor now desire to assign the Agreement to the Assignee.
26 The parties therefore agree as follows:
27 Assignment
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1 The Assignor hereby assigns to the Assignee all of the Assignor's rights and interests in and
2 to the Agreement;and further delegates to the Assignee all of the Assignor's duties,
3 obligations of performance,and liabilities under the Agreement.
4 Acceptance
5 1. The Assignee hereby accepts from the Assignor such assignment of the Agreement,and
6 2. The Assignee agrees,as a direct obligation to the County and without qualification or
7 reservation of rights,to perform each and every one of the Assignor's obligations and
8 responsibilities under the Agreement as though the Assignee was the signatory party to the
9 Agreement in Lieu of the Assignor.As such,the Assignee agrees that its liability under the
10 Agreement shall include liability accruing as a result of the Assignor's,as well as Assignee's,
11 performance or failure to perform its obligations under the Agreement. By its acceptance of said
12 obligations of the Assignor under the Agreement,the Assignee further agrees to hold the
13 Assignor harmless from any liability for performance or nonperformance of such obligations,
14 from and after the effective date of this assignment throughout the remaining term of the
15 Agreement.
16 3. The Assignee represents to the County that the Assignee's agent for service of process
17 is in California,and that such agent's address for receiving such service of process in California,
18 which information the Contractor shall maintain with the office of the California Secretary of
19 State,is as follows:
20 Sierra Cyber,LLC
5901 W Century Blvd,Suite 750
21 Los Angeles,CA 90045
22 The Assignee further represents to the County that if the Assignee changes its agent for
23 service of process in California,or the Assignee's agent for service of process in California
24 changes its address for receiving such service of process in California,which changed
25 information the Assignee shall maintain with the office of the California Secretary of State,the
26 Assignee shall give the County written notice thereof within five calendar days thereof pursuant
27 to Section 16 of Agreement No.A-22-273,
28 Authorization
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1 4. Each person executing this Assignment in a representative capacity hereby warrants
2 and represents that he or she is authorized to do so and that his or her signature shall be
3 binding on that party.
4 5. The parties agree that this Assignment may be executed by electronic signature as
5 provided in this section.An"electronic signature"means any symbol or process intended by an
6 individual signing this Assignment to represent their signature, including but not limited to(1)a
7 digital signature;(2)a faxed version of an original handwritten signature;or(3)an electronically
8 scanned and transmitted(for example by PDF document)of a handwritten signature. Each
9 electronic signature affixed or attached to this Assignment is deemed equivalent to a valid
10 original handwritten signature of the person signing this Assignment for all purposes, including
11 but not limited to evidentiary proof in any administrative or judicial proceeding,and(2)has the
12 same force and effect as the valid original handwritten signature of that person.The provisions
13 of this section satisfy the requirements of Civil Code section 1633.5,subdivision(b),in the
14 Uniform Electronic Transaction Act(Civil Code,Division 3,Part 2,Title 2.5,beginning with
15 section 1633.1). Each party using a digital signature represents that it has undertaken and
16 satisfied the requirements of Government Code section 16.5,subdivision(a),paragraphs(1)
17 through(5),and agrees that each other party may rely upon that representation.This
18 Assignment is not conditioned upon the parties conducting the transactions under it by
19 electronic means and either party may sign this Assignment with an original handwritten
20 signature.
21 6. The parties agree that this Assignment is sufficient to assign the Agreement,and that
22 upon execution of this Assignment,the Agreement,and this Assignment,together shall be
23 considered the Agreement.
24 7. The Assignment and Agreement shall be effective retroactively to September 1,2025.
25 All provisions,terms,covenants,conditions, and promises contained in the Agreement and not
26 amended shall remain in full force and effect.
27 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Assignment on the date stated in the introductory clause.
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ASSIGNOR ASSIGNEE
G x N���
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5 Carl LaPlante, President Chlraz elley, Managing Member
6 5140 La Palma Ave, Unit 201 5901 W Century Blvd,Suite 750
7 Anaheim,CA 92807 Los Angeles, CA 90045
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12 COUNTY OF FRESNO
13 Mike ken-
Mike Kerr(Nov 6,2025 13:49:27 PST)
14 Mike Kerr, Director of Information Technology/Chief
15 Information Officer
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17 APPROVED AS TO LEGAL FORM:
Doug Sloan,County Counsel
18 Natatie NyttgU
19 Natalie Nuttall(Nov 10,2025 08:34:13 PST)
By:
20 Deputy
21 For accounting use only:
Org No.: 8905
22 Account No.:7311
Fund No.: 1020
23 Subclass No.: 10000
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