HomeMy WebLinkAboutAgreement A-17-477-1 with Drake Haglan & Assoc., Inc. - On-Call Consultant.pdf1
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AGREEMENT FOR ASSIGNMENT OF RIGHTS
AND DELEGATION OF DUTIES UNDER AGREEMENT NO. 17-477-1
This Agreement for Assignment of Rights and Delegation of Duties (“Assignment”) is made and
entered into this _______ day of February, 2020, by and between County of Fresno, a political
subdivision of the State of California (hereinafter called “COUNTY”), Drake Haglan & Associates, Inc.
(hereinafter called “ASSIGNOR”) and Dewberry Engineers, Inc. DBA Dewberry | Drake Haglan
(hereinafter called “ASSIGNEE”):
A.WHEREAS, COUNTY AND ASSIGNOR entered into Agreement No. 17-477, dated
September 12, 2017 (hereinafter “SUBJECT AGREEMENT”) for ASSIGNOR to provide On-Call
Engineering Services for various Public Works projects; and
B.WHEREAS, section XXXVI of SUBJECT AGREEMENT allows for assignment of the
agreement by ASSIGNOR only with written consent of COUNTY; and
C.WHEREAS, the ASSIGNOR has been purchased and has become a wholly owned
subsidiary of the ASSIGNEE on September 27, 2019; and
D.WHEREAS, ASSIGNOR wishes to assign, transfer and delegate all of its rights, benefits,
responsibilities and obligations under SUBJECT AGREEMENT to ASSIGNEE; and
E.WHEREAS, ASSIGNEE represents that it is qualified to accept the assignment of rights
and delegation of obligations of ASSIGNOR under SUBJECT AGREEMENT and agrees to each term
and condition of SUBJECT AGREEMENT; and
F.WHEREAS, ASSIGNOR represents that it does not have any claims against COUNTY,
including all claims for payments due other than retention owed, which will be paid to ASSIGNEE,
NOW, THEREFORE, the parties hereby agree as follows:
1.ASSIGNMENT:
ASSIGNOR hereby assigns to ASSIGNEE all of ASSIGNOR’s rights and interests and in and to
SUBJECT AGREEMENT; and further delegates to ASSIGNEE all of ASSIGNOR’s duties, obligations of
performance, and liabilities under the SUBJECT AGREEMENT.
2.ACCEPTANCE:
19-1594 Agreement No. 17-477-1
25th
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A. ASSIGNEE hereby accepts from ASSIGNOR such assignment of the SUBJECT
AGREEMENT, and
B. ASSIGNEE agrees, as a direct obligation to COUNTY and without qualification or
reservation of rights, to perform each and every one of ASSIGNOR’s obligations and
responsibilities under the SUBJECT AGREEMENT as though ASSIGNEE was the signatory
party to the Agreement in lieu of ASSIGNOR. As such, ASSIGNEE agrees that its liability
under the SUBJECT 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 SUBJECT AGREEMENT. By its acceptance of said obligations of ASSIGNOR
under the SUBJECT AGREEMENT, ASSIGNEE further agrees to hold ASSIGNOR
harmless from any liability for performance or nonperformance of such obligations, from and
after the effective date of this assignment throughout the remaining term of the SUBJECT
AGREEMENT.
3. AUTHORIZATION:
Each person executing this agreement in a representative capacity hereby warrants and
represents that he or she is authorized to do so and that his or her signature shall be binding on that
party.
4. This Assignment shall be effective retroactive to September 27, 2019. The persons having
authority to give and receive notices under this Agreement and their addresses include the following:
COUNTY ASSIGNEE
Erin Haagenson, Senior Staff Analyst Mike Pugh, P.E., S.E.
2220 Tulare St., 7th Floor 11060 White Rock Road, Suite 200
Fresno, CA 93721 Rancho Cordova, CA 95670
(559) 600-9908 (916) 363-4210 x 237
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written .
3 COUNTY OF FRESNO
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ATTEST:
Bernice E . Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
By: _ _,C':h.._._D....,~-u--t~-• -~--e-==:::,,~----
C
Ernest Buddy Mencfu: Chairman of the
Board of Supervisors of the County of Fresno