HomeMy WebLinkAboutDavis Farr LLP; 2015-08-04;ASSIGNMENT AND ASSUMPTION AGREEMENT
BETWEEN THE CITY OF CARLSBAD AND DAVIS FARR LLP
FOR AUDITING SERVICES
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") is
made and entered into this day of AutgusC 2015, by and between the CITY OF
CARLSBAD, a municipal corporation ("City"), Mayer Hoffman McCann, a Missouri Professional
Corporation ("Assignor") and Davis Farr LLP, a California Limited Liability Partnership,
("Assignee"), and is made with reference to the following facts:
RECITALS
A. On April 10, 2012, the City and Assignor entered into that certain Professional
Services Agreement for auditing services, (the "Agreement").
B. Paragraph 24 of the Agreement allows Assignor to assign rights and obligations
under the Agreement upon written approval of the City.
C. Assignor desires to assign its interest in the Agreement to Assignee. Further,
Assignee desires to accept assignment of Assignor's interest in the Agreement and City consents
to the assignment of the interest in the Agreement from Assignor to Assignee.
NOW THEREFORE, incorporating the above recitals and in consideration of the
covenants and obligafions set forth herein, the parties hereto agree as follows:
1. Assignment. Assignor hereby assigns to Assignee all of Assignor's rights and
obligafions as set forth in the Agreement.
2. Assumption. Assignee hereby assumes all of Assignor's rights and obligations as
set forth in the Agreement.
3. Citv Consent. City hereby agrees and consents to the assignment of all of
Assignor's rights and obligations as set forth in the Agreement to Assignee.
4. General Terms and Condifions. The following general terms and conditions shall
apply to this Assignment Agreement.
4.1 Hold Harmless. In addition to the hold harmless provisions contained within the
Agreement, and except as to the sole negligence, or willful misconduct of City, Assignee shall
defend, indemnify and hold the City, its officers and employees, harmless from any and all loss,
damage, claim for damage, liability, expense or cost, including attorney's fees, which arises out
of or is in any way connected with this Assignment Agreement, notwithstanding that City may
have benefitted from this Assignment Agreement. The hold harmless provision shall apply to any
acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part
of Assignee.
The parties expressly agree that this section shall survive the expiration or eariy
terminafion of this Agreement.
CA 4/1/13
4.2. Counterparts. This Assignment Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which, together, shall consfitute one and the same
instrument.
4.3. Successors and Assigns. It is mutually understood and agreed that this
Assignment Agreement shall be binding upon City, Assignor and Assignee and their respective
successors. Neither this Assignment Agreement nor any part hereof nor any monies due or to
become due hereunder may be assigned by Assignee without the prior consent of City.
4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted
under, and construed and enforced in accordance with, the laws ofthe State of California.
4.5. Venue. Any acfion at law or in equity brought by either of the parties hereto for the
purpose of enforcing a right or rights provided for by this Assignment Agreement shalt be tried in
a court of competent jurisdicfion in the County of San Diego, State of California, and the parties
hereby waive all provisions of law providing for a change of venue in such proceedings to any
other county.
4.6. Notices. Service of any notices, bills, invoices or other documents required or
permitted under this Assignment Agreement shali be sufficient if sent by one party to the other by
United States mail, postage prepaid and addressed as follows:
City: City Manager
City of Carisbad
1635 Faraday Avenue
Carisbad, CA 92008
Assignor: Mayer Hoffman McCann P.C.
700 W. 47"^ Street
Suite 1100
Kansas City, MO 64112
Attn: General Counsel
Assignee: Davis Farr LLP
2301 Dupont Drive
Suite 200
Irvine, CA 92612
4.7. Nondiscrimination. During the term of this Assignment Agreement, the parties
shall comply with the state and federal laws regarding non-discrimination.
4.8 Authoritv. The parties execufing this Assignment Agreement on behalf of City,
Assignor and Assignee each represent and warrant that they have the legal power, right and
actual authority to bind the City, Assignor and Assignee, respectively, to the terms and conditions
hereof.
CA 4/1/13
4.9 Severability. Each provision, term, condition, covenant, and/or restricfion, in whole
and in part, in this Assignment Agreement shall be considered severable. In the event any
provision, term, condition, covenant, and/or restricfion, in whole and in part, in this Assignment
Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part
thereof shall be severed from this Assignment Agreement and shall not affect any other provision,
term, condifion, covenant, and/or restriction, of this Assignment Agreement and the remainder of
this Assignment Agreement shall continue in full force and effect.
4.10 Effective Date. This Assignment Agreement shall be effective upon the date and
year first above written.
ASSIGNOR:
Mayer Hoffman McCann P.C
''By: %^/i<:a^ TI
(sign here)
(print name/title)
-By: //MA^-f^o^
(sign here)
(print name/title) 1
ASSIGNEE:
Davis Farr LLP
*By:
'By:
(print narri^/litle)^,^
(sign here)
(print name/title)
CITY OF CARLSBAD, a municipal
corporatipiTTbf ther^t^tQ of/California
By: j/c.-^
^.f^ City Manjg
GaH=y-BaT-berio
ATTEST:
BARBARA ENGLESON
City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
Corporation, Agreement must be signed by one corporate officer from each of the following two groups:
*Group A.
Chairman, President, or
Vice-President
**Group B.
Secretary, Assistant Secretary, CFO or
Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
(Remainder of Page Intentionally Left Blank)
CA 4/1/13
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
By:
Sr. Assistant City Attorney
City Attorney Approved Version #04,01.02