Loading...
HomeMy WebLinkAboutGHD, Inc. 2012-02-01ASSIGNMENT, NOVATION AND CONSENT AGREEMENT N, This ASSIGNMENT, NOVATION AND CONSENT AGREEMENT is made as of the i`2 day of t~o~Uwcuk, ("Agreement") by and among Winzler & Kelly, with an address of 2235 Mercury Way Suite 150, Santa Rosa, California 95407, ("Assignor"), GHD Inc., a California Corporation, with an address of 2235 Mercury Way Suite 150, Santa Rosa, California 95407, ("Assignee"), and the City of Ukiah with and address of 300 Seminary Drive, Ukiah, California 95482 (City). WHEREAS, Assignor and City entered into an Agreement for Professional Consulting Services for preparation of a Letter of Map Revisions to FEMA to modify the floodway on Doolin Creek at South State Street and Talmage Road, effective the 19th of October 2010 (the "Contract"); and WHEREAS, Assignor, Assignor's parent (GHD Group Pty Ltd), and Assignee (whose parent is also GHD Group Pty Ltd) have entered into an agreement whereby Assignor is to be merged with and into Assignee, who will be the surviving corporation from the merger; and WHEREAS, Assignee wishes to acquire the Contract and to continue to provide such Services to City in accordance with the terms and conditions of the Contract; and WHEREAS, City is willing to release Assignor from the obligations under the Contract and to consent to Assignee assuming such obligations under the Contract; and WHEREAS, the parties desire to substitute Assignee in place of Assignor with respect to the Contract; NOW, THEREFORE, in consideration of the premises hereto and the mutual covenants and agreements herein set forth, the parties agree as follows: Assignor does hereby assign, transfer, and convey to the Assignee as of January 1, 2012 (the "Effective Date") all of Assignor's title, right, obligations, and interest in, to and under the said Contract. 2. Assignee hereby accepts such assignment of the Contract as of the Effective Date, and agrees to assume all of Assignor's duties and obligations in, to and under the Contract from and after the Effective Date. Such assignment shall not hinder or preclude Assignee from participating in any future City opportunities. Subject to the conditions of this paragraph 3, City further consents to the substitution and novation of Assignee in place and instead of Assignor from and after the Effective Date. As a condition to this consent to the assignment, Assignee agrees that the same personnel who were providing or were assigned to provide services to City pursuant to the assigned contracts will continue to provide those services, unless the City approves the use of other or different personnel. 4. City and Assignee each consent to fully release Assignor from any and all obligations, responsibilities, and duties under the Contract from and after the Effective Date. 5. Assignor agrees that it shall cooperate with Assignee in effectuating an orderly transition of the City information to the Assignee in order for Assignee to fulfill its obligations, responsibilities, and duties under the Contract from and after the Effective Date. 6. Assignee agrees to indemnify Assignor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees and other costs of defense and damages, resulting from and related to the Contract from and after the Effective Date. 7. Assignor agrees to indemnify City and Assignee from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees, resulting from and related to Assignor's performance under the Contract to the extent of Assignor's existing obligations to the City under the Contract, and subject to the terms of the Contract prior to the Effective Date. 8. This Agreement constitutes the entire agreement concerning the assignment between the parties and it may not be modified, altered or amended other than in writing executed by the party sought to be charged thereby. g. This Agreement may be executed in faxed counterparts, and in such event, the counterpart signatures shall be assembled and shall together constitute a complete agreement. IN WITNESS WHEREOF, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THE ASSIGNMENT, NOVATION AND CONSENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. EACH PARTY HAS FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS ASSIGNMENT, NOVATION AND CONSENT, AND THE PERSON SIGNING THIS ASSIGNMENT, NOVATION AND CONSENT ON BEHALF OF EACH HAS BEEN PROPERLY AUTHORIZED AND EMPOWERED TO ENTER INTO THIS ASSIGNMENT, NOVATION AND CONSENT. GH[ By: Nar Title r Winzler & IIy / „i By: _ Name: l_.- Title City of Ukiah By:_,. Name: Title: ASSIGNMENT, NOVATION AND CONSENT AGREEMENT I- )r This ASSIGNMENT, NOVATION AND CONSENT AGREEMENT is made as of the I J day of ~;c tK1A ("Agreement") by and among Winzler & Kelly, with an address of 2235 Mercury Way Suite 150, Santa Rosa, California 95407, ("Assignor"), GHD Inc., a California Corporation, with an address of 2235 Mercury Way Suite 150, Santa Rosa, California 95407, ("Assignee"), and the City of Ukiah with and address of 300 Seminary Drive, Ukiah, California 95482 (City). WHEREAS, Assignor and City entered into an Agreement for Professional Consulting Services for a Nitrate Study Work Plan as required by the North Coast Regional Water Quality Control Board, effective the 4th of October 2011 (the "Contract"); and WHEREAS, Assignor, Assignor's parent (GHD Group Pty Ltd), and Assignee (whose parent is also GHD Group Pty Ltd) have entered into an agreement whereby Assignor is to be merged with and into Assignee, who will be the surviving corporation from the merger; and WHEREAS, Assignee wishes to acquire the Contract and to continue to provide such Services to City in accordance with the terms and conditions of the Contract; and WHEREAS, City is willing to release Assignor from the obligations under the Contract and to consent to Assignee assuming such obligations under the Contract; and WHEREAS, the parties desire to substitute Assignee in place of Assignor with respect to the Contract; NOW, THEREFORE, in consideration of the premises hereto and the mutual covenants and agreements herein set forth, the parties agree as follows: 1. Assignor does hereby assign, transfer, and convey to the Assignee as of January 1, 2012 (the "Effective Date") all of Assignor's title, right, obligations, and interest in, to and under the said Contract. 2. Assignee hereby accepts such assignment of the Contract as of the Effective Date, and agrees to assume all of Assignor's duties and obligations in, to and under the Contract from and after the Effective Date. Such assignment shall not hinder or preclude Assignee from participating in any future City opportunities. 3. Subject to the conditions of this paragraph 3, City further consents to the substitution and novation of Assignee in place and instead of Assignor from and after the Effective Date. As a condition to this consent to the assignment, Assignee agrees that the same personnel who were providing or were assigned to provide services to City pursuant to the assigned contracts will continue to provide those services, unless the City approves the use of other or different personnel. 4. City and Assignee each consent to fully release Assignor from any and all obligations, responsibilities, and duties under the Contract from and after the Effective Date. 5. Assignor agrees that it shall cooperate with Assignee in effectuating an orderly transition of the City information to the Assignee in order for Assignee to fulfill its obligations, responsibilities, and duties under the Contract from and after the Effective Date. 6. Assignee agrees to indemnify Assignor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees and other costs of defense and damages, resulting from and related to the Contract from and after the Effective Date. 7. Assignor agrees to indemnify City and Assignee from any and all claims, actions, judgments, liabilities, proceedings and costs, including,reasonable attorneys' fees, resulting from and related to Assignor's performance under the Contract to the extent of Assignor's existing obligations to the City under the Contract, and subject to the terms of the Contract prior to the Effective Date. This Agreement constitutes the entire agreement concerning the assignment between the parties and it may not be modified, altered or amended other than in writing executed by the party sought to be charged thereby. This Agreement may be executed in faxed counterparts, and in such event, the counterpart signatures shall be assembled and shall together constitute a complete agreement. IN WITNESS WHEREOF, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THE ASSIGNMENT, NOVATION AND CONSENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. EACH PARTY HAS FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS ASSIGNMENT, NOVATION AND CONSENT, AND THE PERSON SIGNING THIS ASSIGNMENT, NOVATION AND CONSENT ON BEHALF OF EACH HAS BEEN PROPERLY AUTHORIZED AND EMPOWERED TO ENTER INTO THIS ASSIGNMENT, NOVATION AND CONSENT. GHC Inc By: Nar TitlE Win By: Narr Title: /1-l~~~ ~~~;c, City of A a ® s By. !Jame: J Title: ASSIGNMENT, NOVATION AND CONSENT AGREEMENT This ASSIGNMENT, NOVATION AND CONSENT AGREEMENT is made as of the / S~ day of ~6f / / ("Agreement") by and among Winzler & Kelly, with an address of 2235 Mercury Way Suite 150, Santa Rosa, California 95407, ("Assignor"), GHQ Inc., a California Corporation, with an address of 2235 Mercury Way Suite 150, Santa Rosa, California 95407, ("Assignee"), and the City of Ukiah with and address of 300 Seminary Drive, Ukiah, California 95482 (City). WHEREAS, Assignor and City entered into an Agreement for Professional Consulting Services for Design Services Related to Transportation Improvements for Redwood Business Park, effective the 9th of March 2010 (the "Contract"); and WHEREAS, Assignor, Assignor's parent (GHD Group Pty Ltd), and Assignee (whose parentis also GHD Group Pty Ltd) have entered into an agreement whereby Assignor is to be merged with and into Assignee, who will be the surviving corporation from the merger; and WHEREAS, Assignee wishes to acquire the Contract and to continue to provide such Services to City in accordance with the terms and conditions of the Contract; and WHEREAS, City is willing to release Assignor from the obligations under the Contract and to consent to Assignee assuming such obligations under the Contract; and WHEREAS, the parties desire to substitute Assignee in place of Assignor with respect to the Contract; NOW, THEREFORE, in consideration of the premises hereto and the mutual covenants and agreements herein set forth, the parties agree as follows: 1. Assignor does hereby assign, transfer, and convey to the Assignee as of January 1, 2012 (the "Effective Date") all of Assignor's title, right, obligations, and interest in, to and under the said Contract. Assignee hereby accepts such assignment of the Contract as of the Effective Date, and agrees to assume all of Assignor's duties and obligations in, to and under the Contract from and after the Effective Date. Such assignment shall not hinder or preclude Assignee from participating in any future City opportunities. Subject to the conditions of this paragraph 3, City further consents to the substitution and novation of Assignee in place and instead of Assignor from and after the Effective Date. As a condition to this consent to the assignment, Assignee agrees that the same personnel who were providing or were assigned to provide services to City pursuant to the assigned contracts will continue to provide those services, unless the City approves the use of other or different personnel. 4. City and Assignee each consent to fully release Assignor from any and all obligations, responsibilities, and duties under the Contract from and after the Effective Date. 5. Assignor agrees that it shall cooperate with Assignee in effectuating an orderly transition of the City information to the Assignee in order for Assignee to fulfill its obligations, responsibilities, and duties under the Contract from and after the Effective Date. 6. Assignee agrees to indemnify Assignor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees and other costs of defense and damages, resulting from and related to the Contract from and after the Effective Date. 7. Assignor agrees to indemnify City and Assignee from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees, resulting from and related to Assignor's performance under the Contract to the extent of Assignor's existing obligations to the City under the Contract, and subject to the terms of the Contract prior to the Effective Date. 8. This Agreement constitutes the entire agreement concerning the assignment between the parties and it may not be modified, altered or amended other than in writing executed by the party sought to be charged thereby. This Agreement may be executed in faxed counterparts, and in such event, the counterpart signatures shall be assembled and shall together constitute a complete agreement. IN WITNESS WHEREOF, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THE ASSIGNMENT, NOVATION AND CONSENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. EACH PARTY HAS FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS ASSIGNMENT, NOVATION AND CONSENT, AND THE PERSON SIGNING THIS ASSIGNMENT, NOVATION AND CONSENT ON BEHALF OF EACH HAS BEEN PROPERLY AUTHORIZED AND EMPOWERED TO ENTER INTO THIS ASSIGNMENT, NOVATION AND CONSENT. GHD Inc. Win By: By: Name: Y? Narr Title: (~*P,4s &04Qer Title City of Ukiah By: Name: Title: ASSIGNMENT, NOVATION AND CONSENT AGREEMENT This ASSIGNMENT, NOVATION AND CONSENT AGREEMENT is made as of the Igo day of aCu~ ("Agreement") by and among Winzler & Kelly, with an address of 2235 Mercury Way Suite 150, Santa Rosa, California 95407, ("Assignor"), GHD Inc., a California Corporation, with an address of 2235 Mercury Way Suite 150, Santa Rosa, California 95407, ("Assignee"), and the City of Ukiah with and address of 300 Seminary Drive, Ukiah, California 95482 (City). WHEREAS, Assignor and City entered into an Agreement for Professional Consulting Services for Revising Special Provisions and Plans Incorporating EDA Requirements, effective the 11th of December 2011 (the "Contract"); and WHEREAS, Assignor, Assignor's parent (GHD Group Pty Ltd), and Assignee (whose parent is also GHD Group Pty Ltd) have entered into an agreement whereby Assignor is to be merged with and into Assignee, who will be the surviving corporation from the merger; and WHEREAS, Assignee wishes to acquire the Contract and to continue to provide such Services to City in accordance with the terms and conditions of the Contract; and WHEREAS, City is willing to release Assignor from the obligations under the Contract and to consent to Assignee assuming such obligations under the Contract; and WHEREAS, the parties desire to substitute Assignee in place of Assignor with respect to the Contract; NOW, THEREFORE, in consideration of the premises hereto and the mutual covenants and agreements herein set forth, the parties agree as follows: 1. Assignor does hereby assign, transfer, and convey to the Assignee as of January 1, 2012 (the "Effective Date") all of Assignor's title, right, obligations, and interest in, to and under the said Contract. Assignee hereby accepts such assignment of the Contract as of the Effective Date, and agrees to assume all of Assignor's duties and obligations in, to and under the Contract from and after the Effective Date. Such assignment shall not hinder or preclude Assignee from participating in any future City opportunities. Subject to the conditions of this paragraph 3, City further consents to the substitution and novation of Assignee in place and instead of Assignor from and after the Effective Date. As a condition to this consent to the assignment, Assignee agrees that the same personnel who were providing or were assigned to provide services to City pursuant to the assigned contracts will continue to provide those services, unless the City approves the use of other or different personnel. 4. City and Assignee each consent to fully release Assignor from any and all obligations, responsibilities, and duties under the Contract from and after the Effective Date. 5. Assignor agrees that it shall cooperate with Assignee in effectuating an orderly transition of the City information to the Assignee in order for Assignee to fulfill its obligations, responsibilities, and duties under the Contract from and after the Effective Date. 6. Assignee agrees to indemnify Assignor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees and other costs of defense and damages, resulting from and related to the Contract from and after the Effective Date. 7. Assignor agrees to indemnify City and Assignee from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees, resulting from and related to Assignor's performance under the Contract to the extent of Assignor's existing obligations to the City under the Contract, and subject to the terms of the Contract prior to the Effective Date. This Agreement constitutes the entire agreement concerning the assignment between the parties and it may not be modified, altered or amended other than in writing executed by the party sought to be charged thereby. This Agreement may be executed in faxed counterparts, and in such event, the counterpart signatures shall be assembled and shall together constitute a complete agreement. IN WITNESS WHEREOF, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THE ASSIGNMENT, NOVATION AND CONSENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. EACH PARTY HAS FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS ASSIGNMENT, NOVATION AND CONSENT, AND THE PERSON SIGNING THIS ASSIGNMENT, NOVATION AND CONSENT ON BEHALF OF EACH HAS BEEN PROPERLY AUTHORIZED AND EMPOWERED TO ENTER INTO THIS ASSIGNMENT, NOVATION AND CONSENT. GHI By: Nar Titl( Win By: Narr Title City of lJk By. Name: C Title: _ ~ ASSIGNMENT, NOVAT ION AND CONSENT AGREEMENT This ASSIGNMENT, NOVATION AND CONSENT AGREEMENT is made as ofthe 0e)day of Cc T %4 o6k-t~ ("Agreement") by and among Winzler & Kelly, with an address of 2235 Mercury Way Suite 150, Santa Rosa, California 95407, ("Assignor"), GHD Inc., a California Corporation, with an address of 2235 Mercury Way Suite 150, Santa Rosa, California 95407, ("Assignee"), and the City of Ukiah with and address of 300 Seminary Drive, Ukiah, California 95482 (City). WHEREAS, Assignor and City entered into an Agreement for Professional Consulting Services for preparation of a Sewer System Management Plan, effective the 28th of August 2007 (the "Contract"); and WHEREAS, Assignor, Assignor's parent (GHD Group Pty Ltd), and Assignee (whose parent is also GHD Group Pty Ltd) have entered into an agreement whereby Assignor is to be merged with and into Assignee, who will be the surviving corporation from the merger; and WHEREAS, Assignee wishes to acquire the Contract and to continue to provide such Services to City in accordance with the terms and conditions of the Contract; and WHEREAS, City is willing to release Assignor from the obligations under the Contract and to consent to Assignee assuming such obligations under the Contract; and WHEREAS, the parties desire to substitute Assignee in place of Assignor with respect to the Contract; NOW, THEREFORE, in consideration of the premises hereto and the mutual covenants and agreements herein set forth, the parties agree as follows: Assignor does hereby assign, transfer, and convey to the Assignee as of January 1, 2012 (the "Effective Date") all of Assignor's title, right, obligations, and interest in, to and under the said Contract. 2. Assignee hereby accepts such assignment of the Contract as of the Effective Date, and agrees to assume all of Assignor's duties and obligations in, to and under the Contract from and after the Effective Date. Such assignment shall not hinder or preclude Assignee from participating in any future City opportunities. Subject to the conditions of this paragraph 3, City further consents to the substitution and novation of Assignee in place and instead of Assignor from and after the Effective Date. As a condition to this consent to the assignment, Assignee agrees that the same personnel who were providing or were assigned to provide services to City pursuant to the assigned contracts will continue to provide those services, unless the City approves the use of other or different personnel. 4. City and Assignee each consent to fully release Assignor from any and all obligations, responsibilities, and duties under the Contract from and after the Effective Date. 5. Assignor agrees that it shall cooperate with Assignee in effectuating an orderly transition of the City information to the Assignee in order for Assignee to fulfill its obligations, responsibilities, and duties under the Contract from and after the Effective Date. 6. Assignee agrees to indemnify Assignor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees and other costs of defense and damages, resulting from and related to the Contract from and after the Effective Date. 7. Assignor agrees to indemnify City and Assignee from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees, resulting from and related to Assignor's performance under the Contract to the extent of Assignor's existing obligations to the City under the Contract, and subject to the terms of the Contract prior to the Effective Date. This Agreement constitutes the entire agreement concerning the assignment between the parties and it may not be modified, altered or amended other than in writing executed by the party sought to be charged thereby. This Agreement may be executed in faxed counterparts, and in such event, the counterpart signatures shall be assembled and shall together constitute a complete agreement. IN WITNESS WHEREOF, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THE ASSIGNMENT, NOVATION AND CONSENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. EACH PARTY HAS FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS ASSIGNMENT, NOVATION AND CONSENT, AND THE PERSON SIGNING THIS ASSIGNMENT, NOVATION AND CONSENT ON BEHALF OF EACH HAS BEEN PROPERLY AUTHORIZED AND EMPOWERED TO ENTER INTO THIS ASSIGNMENT, NOVATION AND CONSENT. GF By Na Tit Winzler & Kelly Name: °d ;c%~l'G~ ty • (~,..,1 lr1 t Title: City By: Nar Titlf ASSIGNMENT, NOVATION AND CONSENT AGREEMENT This ASSIGNMENT, NOVATION AND CONSENT AGREEMENT is made as of the j 10 day of t ® / ("Agreement") by and among Winzler & Kelly, with an address of 2235 Mercury Way Suite 150, Santa Rosa, California 95407, ("Assignor"), GHD Inc., a California Corporation, with an address of 2235 Mercury Way Suite 150, Santa Rosa, California 95407, ("Assignee"), and the City of Ukiah with and address of 300 Seminary Drive, Ukiah, California 95482 (City). WHEREAS, Assignor and City entered into an Agreement for Professional Consulting Services for General Engineering Services to the Support the City's Water and Sewer Utilities, effective the 18th of October 2011 (the "Contract"); and WHEREAS, Assignor, Assignor's parent (GHD Group Pty Ltd), and Assignee (whose parent is also GHD Group Pty Ltd) have entered into an agreement whereby Assignor is to be merged with and into Assignee, who will be the surviving corporation from the merger; and WHEREAS, Assignee wishes to acquire the Contract and to continue to provide such Services to City in accordance with the terms and conditions of the Contract; and WHEREAS, City is willing to release Assignor from the obligations under the Contract and to consent to Assignee assuming such obligations under the Contract; and WHEREAS, the parties desire to substitute Assignee in place of Assignor with respect to the Contract; NOW, THEREFORE, in consideration of the premises hereto and the mutual covenants and agreements herein set forth, the parties agree as follows: Assignor does hereby assign, transfer, and convey to the Assignee as of January 1, 2012 (the "Effective Date") all of Assignor's title, right, obligations, and interest in, to and under the said Contract. 2. Assignee hereby accepts such assignment of the Contract as of the Effective Date, and agrees to assume all of Assignor's duties and obligations in, to and under the Contract from and after the Effective Date. Such assignment shall not hinder or preclude Assignee from participating in any future City opportunities. Subject to the conditions of this paragraph 3, City further consents to the substitution and novation of Assignee in place and instead of Assignor from and after the Effective Date. As a condition to this consent to the assignment, Assignee agrees that the same personnel who were providing or were assigned to provide services to City pursuant to the assigned contracts will continue to provide those services, unless the City approves the use of other or different personnel. 4. City and Assignee each consent to fully release Assignor from any and all obligations, responsibilities, and duties under the Contract from and after the Effective Date. 5. Assignor agrees that it shall cooperate with Assignee in effectuating an orderly transition of the City information to the Assignee in order for Assignee to fulfill its obligations, responsibilities, and duties under the Contract from and after the Effective Date. 6. Assignee agrees to indemnify Assignor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees and other costs of defense and damages, resulting from and related to the Contract from and after the Effective Date. 7. Assignor agrees to indemnify City and Assignee from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees, resulting from and related to Assignor's performance under the Contract to the extent of Assignor's existing obligations to the City under the Contract, and subject to the terms of the Contract prior to the Effective Date. This Agreement constitutes the entire agreement concerning the assignment between the parties and it may not be modified, altered or amended other than in writing executed by the party sought to be charged thereby. This Agreement may be executed in faxed counterparts, and in such event, the counterpart signatures shall be assembled and shall together constitute a complete agreement. IN WITNESS WHEREOF, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THE ASSIGNMENT, NOVATION AND CONSENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. EACH PARTY HAS FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS ASSIGNMENT, NOVATION AND CONSENT, AND THE PERSON SIGNING THIS ASSIGNMENT, NOVATION AND CONSENT ON BEHALF OF EACH HAS BEEN PROPERLY AUTHORIZED AND EMPOWERED TO ENTER INTO THIS ASSIGNMENT, NOVATION AND CONSENT. GHI By: Nar Titl( Winzler & Kelly i ' By: Name: /4--t -c- z Title: City of Ukiah By: Name: Ti,,,:::. ASSIGNMENT, NOVATION AND CONSENT AGREEMENT This ASSIGNMENT, NOVATION AND CONSENT AGREEMENT is made as of the IA, day of $f-,b CS ("Agreement") by and among Winzler & Kelly, with an address of 2235 Mercury Way Suite 150, Santa Rosa, California 95407, ("Assignor"), GHD Inc., a California Corporation, with an address of 2235 Mercury Way Suite 150, Santa Rosa, California 95407, ("Assignee"), and the City of Ukiah with and address of 300 Seminary Drive, Ukiah, California 95482 (City). WHEREAS, Assignor and City entered into an Agreement for Professional Consulting Services for preparation of a Copper Implementation Plan for the Wastewater Treatment Plant, effective the 31st of August 2011 (the "Contract"); and WHEREAS, Assignor, Assignor's parent (GHD Group Pty Ltd), and Assignee (whose parent is also GHD Group Pty Ltd) have entered into an agreement whereby Assignor is to be merged with and into Assignee, who will be the surviving corporation from the merger; and WHEREAS, Assignee wishes to acquire the Contract and to continue to provide such Services to City in accordance with the terms and conditions of the Contract; and WHEREAS, City is willing to release Assignor from the obligations under the Contract and to consent to Assignee assuming such obligations under the Contract; and WHEREAS, the parties desire to substitute Assignee in place of Assignor with respect to the Contract; NOW, THEREFORE, in consideration of the premises hereto and the mutual covenants and agreements herein set forth, the parties agree as follows: Assignor does hereby assign, transfer, and convey to the Assignee as of January 1, 2012 (the "Effective Date") all of Assignor's title, right, obligations, and interest in, to and under the said Contract. Assignee hereby accepts such assignment of the Contract as of the Effective Date, and agrees to assume all of Assignor's duties and obligations in, to and under the Contract from and after the Effective Date. Such assignment shall not hinder or preclude Assignee from participating in any future City opportunities. Subject to the conditions of this paragraph 3, City further consents to the substitution and novation of Assignee in place and instead of Assignor from and after the Effective Date. As a condition to this consent to the assignment, Assignee agrees that the same personnel who were providing or were assigned to provide services to City pursuant to the assigned contracts will continue to provide those services, unless the City approves the use of other or different personnel. 4. City and Assignee each consent to fully release Assignor from any and all obligations, responsibilities, and duties under the Contract from and after the Effective Date. 5. Assignor agrees that it shall cooperate with Assignee in effectuating an orderly transition of the City information to the Assignee in order for Assignee to fulfill its obligations, responsibilities, and duties under the Contract from and after the Effective Date. 6. Assignee agrees to indemnify Assignor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees and other costs of defense and damages, resulting from and related to the Contract from and after the Effective Date. 7. Assignor agrees to indemnify City and Assignee from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees, resulting from and related to Assignor's performance under the Contract to the extent of Assignor's existing obligations to the City under the Contract, and subject to the terms of the Contract prior to the Effective Date. This Agreement constitutes the entire agreement concerning the assignment between the parties and it may not be modified, altered or amended other than in writing executed by the party sought to be charged thereby. 9. This Agreement may be executed in faxed counterparts, and in such event, the counterpart signatures shall be assembled and shall together constitute a complete agreement. IN WITNESS WHEREOF, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THE ASSIGNMENT, NOVATION AND CONSENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. EACH PARTY HAS FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS ASSIGNMENT, NOVATION AND CONSENT, AND THE PERSON SIGNING THIS ASSIGNMENT, NOVATION AND CONSENT ON BEHALF OF EACH HAS BEEN PROPERLY AUTHORIZED AND EMPOWERED TO ENTER INTO THIS ASSIGNMENT, NOVATION AND CONSENT. GHI By: Nar Titl( WinzfeLBy: - f~ Name: Title: City of Ukiah Name: Title: (7