2011/12/21 GHD, Inc. Assignment novation and consent ASSIGNMENT, NOVATION AND CONSENT AGREEMENT
This ASSIGNMENT, NOVATION AND CONSENT AGREEMENT is made as of the day of
Q.--e&7jU,r 2oll ("Agreement") by and among Winzler& Kelly,with an address of(W&K office -400
North Tustin Avenue, Suite 230, Santa Ana,CA 92705), ("Assignor"),GHD Inc., a California Corporation,
with an address of 400 North Tustin Avenue, Suite 230,Santa Ana, CA 92705, ("Assignee"), and the City
of Menifee,with an address of 29714 Haun Rd., Menifee, CA 92586("City").
WHEREAS,Assignor and City entered into a Professional Services Agreement for Information Technology
(IT)Consulting Services effective July 1, 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. City further consents to the substitution and novation of Assignee in place and instead of
Assignor from and after the Effective Date.
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's 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.
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.
GHD Inc. Winzler&Kelly
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