NG-U9ZQVMF2/4838-4637-8888v1/022283-0548
ASSIGNMENT AGREEMENT
(Professional Services Agreement)
This Assignment Agreement (the “Assignment Agreement”), is made as of this ___ day of ___________, 2025, (Effective Date) by and between City of Lancaster, a municipal corporation (“City”) and First Public Hydrogen Authority, a joint powers authority (“FPH2”).
RECITALS
A. City is a party to that certain Agreement Professional Services Agreement dated 8/8/2023 (“Primary Agreement”) by and between City and Enso Advisory Services (“Consultant”).
B. City desires to assign its rights and obligations under the Primary Agreement to FPH2 and FPH2 desires to assume the same under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Recitals True and Correct. The Recitals set forth above are true and correct and are incorporated into this Assignment Agreement by this reference, as though fully set forth in this Assignment Agreement.
2. Assignment. City hereby assigns, transfers, conveys, sells, and delivers to FPH2, all of City’s rights, title, obligations, duties and interest in and to the Primary Agreement, and FPH2 accepts same.
3. Assumption of Liabilities. FPH2 hereby assumes all of the obligations of City under the Primary Agreement, including without limitation, all covenants, indemnity obligations, representations and warranties of the Primary Agreement.
4. Implementation. City further agrees to execute and deliver such further documents and instruments and take such other actions as may be reasonably required or appropriate to evidence or carry out the intent of this Assignment Agreement and/or assist in the transfer and conveyance of all rights under the Primary Agreement to FPH2.
5. Successors and Assigns. FPH2 may assign its rights hereunder to any entity without notice of such assignment. This Assignment Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.
6. Governing Law and Venue. This Assignment Agreement shall be construed and governed by the laws of the State of California. Any litigation or other proceedings between the Parties arising from this Assignment Agreement, shall be brought in the County of Los Angeles, California.
7. Counterparts. This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
8. Severability. If any term, provision or portion of this Assignment Agreement or the application of this Assignment Agreement to any person or circumstance shall, to any NG-U9ZQVMF2/4838-4637-8888v1/022283-0548
extent, be invalid or unenforceable, the remainder of this Assignment Agreement, or the application of such term or provision or portion of this Assignment Agreement to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Assignment Agreement shall be valid and enforceable to the fullest extent permitted by law.
9. No Joint Venture. Nothing in this Assignment Agreement shall be construed to constitute the creation of a partnership or joint venture between City and FPH2 or any contractor or other person relating to the Primary Agreement. City is not an agent or representative of Consultant or FPH2 or vice versa.
10. Indemnity. FPH2 shall indemnify, defend and hold City and its officials, directors, officers, employees, consultants, attorneys and agents free and harmless from and against any and all losses, claims, damages, fees (including, without limitation, attorneys’ fees and costs), injuries to persons or property (including wrongful death) arising out of or incident to this Assignment Agreement. The indemnification obligations of this Section shall survive the termination of this Assignment or any future assignments allowed pursuant to Section 5.
11. Termination. In the event FPH2 is unable or unwilling to implement or proceed under the terms of the Primary Agreement, the termination of the Primary Agreement which, barring entry into this Assignment Agreement, is effective on _______________ (“Termination Date”) shall take effect and City shall be relieved of all duties, rights, and obligations under the Primary Agreement as of the Termination Date.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the day first above written.
CITY OF LANCASTER:
By:
Its:
FIRST PUBLIC HYDROGEN
AUTHORITY:
By:
Its:
CONSENT TO ASSIGNMENT
________________________ (“Consultant”) consents to the assignment of that certain Agreement _________________________ dated _______________________ (“Primary Agreement”) by and between City and Consultant.
CONSULTANT:
By:
Its: