HomeMy WebLinkAboutWilldan Financial Services; 2008-10-08;ASSIGNMENT AND ASSUMPTION AGREEMENT
BETWEEN CITY OF CARLSBAD PUBLIC IMPROVEMENT
CORPORATION AND WILLDAN FINANCIAL SERVICES
FOR ARBITRAGE REBATE SERVICES
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") is made and
entered into this P^K day of Qg-\.frljft c\2008. by and between the CITY OF CARLSBAD PUBLIC
IMPROVEMENT CORPORATION, a non-profit public benefit corporation ("PIC"), MuniFinancial, a
California Corporation, ("Assignor") and Willdan Financial Services, a California Corporation,
("Assignee"), and is made with reference to the following facts:
RECITALS
A. On May 10, 2007, PIC and Assignor entered into that certain Professional Services
Agreement concerning Arbitrage Rebate Services (the "Agreement").
B. Paragraph 12 of the Agreement allows Assignor to assign rights and obligations under
the Agreement upon written approval of PIC.
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 PIC 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
obligations set forth herein, the parties hereto agree as follows:
1. Assignment. Assignor hereby assigns to Assignee all of Assignor's rights and obligations
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. PIC Consent. PIC 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 Conditions. 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, Assignee agrees to indemnify and hold harmless PIC and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorneys fees
arising out of this Assignment Agreement caused by the willful misconduct, or negligent act, or omission
of the Assignee.
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 constitute one and the same
instrument.
4.3. Successors and Assigns. It is mutually understood and agreed that this Assignment
Agreement shall be binding upon PIC, 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 PIC.
rev. 1/28/00
4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted under,
and construed and enforced in accordance with, the laws of the State of California.
4.5. Venue. Any action 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 jurisdiction 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 shall be sufficient if sent by one party to the other by United States
mail, postage prepaid and addressed as follows:
PIC: Finance Director
City of Carlsbad, Administrative Service
1635 Faraday Avenue
Carlsbad, CA 92008
Assignor: MuniFinancial
27368 Via Industria, Suite 110
Temecula, CA 92590
Assignee: Willdan Financial Services
27368 Via Industria, Suite 110
Temecula, CA 92590
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 Authority. The parties executing this Assignment Agreement on behalf of PIC, Assignor
and Assignee each represent and warrant that they have the legal power, right and actual authority to
bind PIC, Assignor and Assignee, respectively, to the terms and conditions hereof.
4.9 Severabilitv. Each provision, term, condition, covenant, and/or restriction, in whole and in
part, in this Assignment Agreement shall be considered severable. In the event any provision, term,
condition, covenant, and/or restriction, 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, condition, covenant, and/or
restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall continue
in full force and effect.
rev. 1/28/00
4.10 Effective Date. This Assignment Agreement shall be effective upon the date and year first
above written.
ASSIGNOR:
MUNIFINANCI
*By:
(sign here)
Anne Pelej, Vice President
(print name/title)
:/RLS//fo PUBLICIMPROVEMENT
non-profit/public benefit
(print name/title)ATTEST:
(sign here)
Anne Pelej , Vice President
(print name/title)
— (Sign Tiiere)
- uJ
LORRAINE M. WOOD
City Clerk
1988
(print name/title)
If required by PIC, 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.
APPROVED AS TO FORM:
, General Counsel
Deputy General Counsel
rev. 1/28/00