HomeMy WebLinkAboutC-7470-3 - Assignment Agreement (for On-Call M/RSA for Maitnenance and Repair of Varible Frequency Drives and Soft Starts Manufactured by Toshiba)N
i
O
)-' ASSIGNMENT AGREEMENT
S BETWEEN THE CITY OF NEWPORT BEACH AND
Ir SULZER ELECTRO -MECHANICAL SERVICES (US) INC.
(� THIS ASSII�gVT AGREEMENT ("Assignment') is made and entered into as of
this g0 -day of r 2020 ("Effective Date"), by and between the CITY OF
NEWPORT BEACH, a California municipal corporation and charter city ("City") and
SULZER ELECTRO -MECHANICAL SERVICES (US) INC., a Delaware corporation
("Sulzer'), whose address is 1910 Jasmine Drive, Pasadena, Texas 77503, and is made
with reference to the following:
RECITALS
A. On June 16, 2018, City and Brithinee Electric, a California corporation ("Brithinee")
entered into an On -Call Maintenance/Repair Services Agreement for maintenance
and repair services of variable frequency drives and soft starts manufactured by
Toshiba, commencing on June 16, 2018, and terminating on June 15, 2021
("Agreement').
B. Pursuant to the Agreement, City agreed to compensate Brithinee for services on
a time and expense basis, not to exceed One Hundred Twenty Thousand Dollars
and 00/100 ($120,000.00).
C. The parties desire to enter into this Assignment to assign the rights under the
Agreement from Brithinee to Sulzer.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. ASSIGNMENT
As of the Effective Date, Sulzer hereby accepts such assignment and hereby
assumes, agrees and undertakes to perform all obligations of Brithinee pursuant to the
Agreement as of the Effective Date. Any reference to Brithinee and/or Contractor in the
Agreement, shall be deemed to be a reference to Sulzer.
As of the Effective Date, Brithinee shall have no further rights of any kind
whatsoever under the Agreement.
2. CITY CONSENT TO ASSIGNMENT
Pursuant to Section 17 of the Agreement, City approves of this Assignment.
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
4. COUNTERPARTS
This Assignment may be executed in two (2) or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one (1) and the
same instrument.
[SIGNATURES ON NEXT PAGE]
Sulzer Electro -Mechanical Services (US) Inc. Assignment Agreement Page 2
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the date first above written.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: -1-/(Q/20
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 3 — 3 -,� 0)�O
By: By:
on C. Harp PALO Z'19• to Gr ce X. Leung
City Attorney C y anager
ATTEST:
Date: M zw
By: A6 I
Leilani I. Brown
City Clerk
BRITHINEE ELECTRIC, a California
corporation
Date: /Z b OZv
By: Gi/66t,.e O
Wallace P Brithinee
Chief Executive Officer
Date: �- W 1 ��C7
By: "` '49 ° e, �6�.
Donald P. Brithinee
Secretary
SULZER ELECTRO -MECHANICAL
SERVICES (US) INC., a Delaware
corporation
Date: S 2-0 20
By: �F 6E �
Jim Ougford
Chief Executive Officer
By: -Kyv-eA
Melissa Turner
Chief Financial Officer / Controller
[END OF SIGNATURES]
Sulzer Electro -Mechanical Services (US) Inc. Assignment Agreement Page 3