HomeMy WebLinkAboutC-8554-2 - Assignment Agreement ( for M/RSA for Traffic Signal Maintenance Services)1
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ASSIGNMENT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
SIEMENS MOBILITY, INC.
THIS ASSIGNMENT AGREEMENT ("Assignment") is made and entered into as of
this 25th day of March 2019 ("Effective Date"), by and between the CITY OF NEWPORT
BEACH, a California municipal corporation and charter city ("City") and SIEMENS
MOBILITY, INC., a Delaware corporation ("Siemens Mobility"), whose address is 498
Seventh Avenue, 161h Floor, New York, New York 10018, and is made with reference to
the following:
RECITALS
A. On July 1, 2018, City and Siemens Industry, Inc., a Delaware corporation
("Siemens Industry") entered into a Maintenance/Repair Services Agreement for
Traffic Signal Maintenance Services, commencing on July 1, 2018, and terminating
on June 30, 2019 ("Original Term"). The Original Term is for one (1) year with the
City's option to automatically renew the Agreement for four (4) additional one (1)
year terms (each a "Renewal Term"), unless terminated earlier (the "Agreement").
In any event, the term of the Agreement, including the Original Term and any
Renewal Terms is not to extend beyond June 30, 2023, without a written
amendment to the Agreement.
B. Pursuant to the Agreement, City agreed to compensate Siemens Industry Five
Hundred Thousand Dollars and 00/100 ($500,000.00) for the Original Term and
for each Renewal Term, for a total not to exceed amount of Two Million Five
Hundred Thousand Dollars and 00/100 ($2,500,000.00).
C. The parties desire to enter into this Assignment to assign the rights under the
Agreement from Siemens Industry to Siemens Mobility.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. ASSIGNMENT
As of the Effective Date, Siemens Mobility hereby accepts such assignment and
hereby assumes, agrees and undertakes to perform all obligations of Siemens Industry
pursuant to the Agreement as of the Effective Date. Any reference to Siemens Industry
and/or Contractor in the Agreement, shall be deemed to be a reference to Siemens
Mobility.
As of the Effective Date, Siemens Industry 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]
Siemens Mobility, 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 ATTORNE�Y'S OFFICE
Date:
ABy:
ar C. p
City Attorney
ATTEST:
Date: /0- A4�-J
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
N.
Gra . Leung
Ci nager v
SIEMENS INDU TR , INC., a Delaware
corporation F�Pot'�
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Date:, �
C r "
By: r By:
Leilani I. Brown Ruth Gratzke
City Clerk Chief Executive Officer
Date:
By:
Marsha Smith--'
Chief Financial Officer
SIEMENS MOBILITY, INC., a Delaware
corporation
Date: Ice /,z a1 f
By:
Dai
By:
Marc Buncher
Chief Executive Officer
Shawn Friedman
Secretary
[END OF SIGNATURES]
Siemens Mobility, Inc. Assignment Agreement Page 3