HomeMy WebLinkAboutC-6407 (B) - Assignment Agreement Regarding the PSA Between The City of Newport Beach and Smart Utility Systems, Inc.;01J
ASSIGNMENT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
SMART ENERGY SYSTEMS LLC
THIS ASSIGNMENT AGREEMENT ("Assignment") is made and entered into as
of this V day of September, 2017, ("Effective Date"), by and between the CITY OF
NEWPORT BEACH, a California municipal corporation and charter city ("City') and
SMART ENERGY SYSTEMS LLC, a Delaware limited liability company ("Contractor"),
whose address is 19900 MacArthur Boulevard Suite 370, Irvine, CA 92612 and is made
with reference to the following:
RECITALS
A. On November 24, 2015, City and Smart Utility Systems, LLC entered into a
Professional Services Agreement ("Agreement), for Smart Utility Systems, LLC
to provide customer engagement and analytical services ("Project").
B. On April 22, 2016, Smart Utility Systems, LLC, requested that the City assign
Smart Utility Systems, LLC's rights and obligations under the Agreement to
Smart Utility Systems, Inc.
C. Smart Energy Systems LLC subsequently requested that the City assign rights
and obligations under the Agreement from Smart Utility Systems, Inc. to
Contractor.
C. The parties hereto desire to enter into this Assignment to assign the rights under
the Agreement from Smart Utility Systems, Inc. to Contractor.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. ASSIGNMENT
As of the Effective Date, Smart Utility Systems, Inc., hereby assigns to
Contractor, all of its rights, title and interest in and obligations under the Agreement.
Contractor, hereby accepts such assignment and hereby assumes, agrees and
undertakes to perform all obligations of Smart Utility Systems, Inc., pursuant to the
Agreement as of the Effective Date. Any reference to Smart Utility Systems, Inc., in the
Agreement, shall be deemed to be a reference to Contractor.
As of the Effective Date, Smart Utility Systems, Inc. shall have no further rights of
any kind whatsoever under the Agreement.
2. CITY CONSENT TO ASSIGNMENT
Pursuant to Sections 15 & 16 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.
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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: AD 7
J„ I�
OFAaron C. ;- a
City Attorney
ATTEST:
Date:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: Gt12.2AlCA
Dave-Kiff
City Manager
CONTRACTOR: SMART ENERGY
SYSTEMS LLC, a Delaware limited liability
company
Date:
By: By:
Leilani I. Brown Brad Adam ke
City Clerk Senior Vice President
9 (!4
By: fl V A
Ray wlett
Chie inancialOfficer
AGREED: SMART UTILITY SYSTEMS, INC.,
a Delaware Corporation
Date: 14 9 la
By: \1�
Deepak Garg
Chief Executive Officer/
Chief Financial Officer
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