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<br />responsibilities, liabilities, and obligations of Assignor under the Original Agreement. Assignee
<br />shall indemnify and hold harmless Assignor from and against any and all liability, loss, damage,
<br />or expenses (including, without limitation, reasonable attorneys' fees) arising or resulting from
<br />the failure of Assignee to perform faithfully and punctually any liability or obligation hereby
<br />assumed.
<br />
<br />3. Consent of the County. The County hereby consents to the assignment of
<br />Assignor's rights, duties, obligations, and interest in and to the Original Agreement to Assignee, and
<br />the assumption by Assignee of all such rights, duties, obligations, and interest in and to the Original
<br />Agreement and all liabilities and obligations of Assignor under the Original Agreement upon
<br />the Effective Date. With effect from the Effective Date, the County also undertakes to perform the
<br />Original Agreement and to be bound by its terms in every way as if Assignee were a party to
<br />the Original Agreement in lieu of Assignor.
<br />
<br />4. Release Discharge and Indemnification. With effect from the Effective Date,
<br />Assignor releases and discharges the County from any and all obligations and liabilities owed
<br />to Assignor under the Original Agreement. With effect from the Effective Date, the County
<br />hereby releases and discharges Assignor from any and all obligations and liabilities owed to the
<br />County under the Original Agreement, and accepts the obligations and liability of Assignee
<br />under the Original Agreement in lieu of the liability of Assignor. Assignor agrees to defend and
<br />indemnify the County from any and all claims, actions, judgments, liabilities, proceedings, and costs,
<br />including reasonable attorney’s fees and other costs of defense and damages, resulting from
<br />Assignor’s performance prior to the assignment of the Original Agreement and resulting from
<br />Assignee’s performance after the assignment of the Original Agreement, provided however, that
<br />after the assignment of the Original Agreement County shall first look to Assignee to satisfy all
<br />claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorney’s fees
<br />and other costs of defense and damages resulting from Assignee’s performance. Further, Assignee
<br />agrees to indemnify the County from any and all claims, actions, judgments, liabilities, proceedings,
<br />and costs, including reasonable attorney’s fees and other costs of defense and damages, resulting
<br />from Assignee’s performance after the assignment of the Original Agreement.
<br />
<br />5. Representations.
<br />
<br />5.1 Assignor Representations. Assignor hereby represents and warrants that
<br />Assignor (i) has full power and authority to assign its rights, obligations, and duties under the
<br />Original Agreement to Assignee, (ii) has not previously transferred or conveyed its interest in
<br />the Original Agreement to any person or entity collaterally or otherwise, and (iii) has full
<br />power and authority to enter into the Assignment Agreement.
<br />
<br />5.2 Assignee Representations. Assignee hereby represents and warrants that
<br />Assignee has full power and authority to enter into the Assignment Agreement.
<br />
<br />6. Miscellaneous Provisions.
<br />
<br />6.1 Notices. Any notices required to be given under this Assignment
<br />Agreement shall be in writing and may be personally delivered, sent by nationally recognized
<br />overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested
<br />DocuSign Envelope ID: 30D9C700-8EE2-4E36-9607-E01128CEFC14
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