HomeMy WebLinkAboutContract 43113 (2)nv • .
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NOVATION AGREEMENT
Carter & Burgess, Inc. (Transferor), a corporation duly organized and existing under the laws of
Texas with its principal office in Ft. Worth, Texas; Jacobs Engineering Group Inc. (Transferee),
a corporation duly organized and existing under the laws of Delaware with its principal office in
Pas dena, California; and the City of Fort Worth Texas (Owner), enter into this Agreement as
of )vi ,2012
(a) The parties agree to the following facts:
(1) The Owner has entered into certain contracts with the Transferor, as shown in the
attached list marked "Exhibit A" and incorporated in this Agreement by reference. The
term "the contracts," as used in this Agreement, means the above contracts and all other
active contracts that were executed by the Owner and the Transferor before the effective
date of this Agreement. The term "contracts" includes all change orders, task orders or
any other modifications or additions to such contracts that were mutually agreed to by
Owner and Transferor.
(2) The Transferor is a wholly owned subsidiary of the Transferee. As of January 1,
2009, all employees of the Transferor have become employees of the Transferee, and the
Transferor is in the process of closing down its business.
(3) The Transferee is in a position to fully perform all obligations that may exist under the
contracts.
(4) It is consistent with the Owner's interests to recognize the Transferee as the
successor party to the contracts.
(b) In consideration of these facts, the parties agree as follows:
(1) The Transferee agrees to be bound by and to perform each contract in accordance
with the conditions contained in the contracts. The Transferee also assumes all obligations
and liabilities of, and all claims against, the Transferor under the contracts as if the
Transferee were the original party to the contracts.
(2) The Transferee ratifies all previous actions taken by the Transferor with respect to
the contracts, with the same force and effect as if the action had been taken by the
Transferee.
(3) The Owner recognizes the Transferee as the Transferor's successor in interest in
and to the contracts. The Transferee by this Agreement becomes entitled to all rights,
titles, and interests of the Transferor in and to the contracts as if the Transferee were the
original party to the contracts.
(4) All payments and reimbursements previously made by the Owner to the Transferor,
and all other previous actions taken by the Owner under the contracts, shall be considered
to have discharged those parts of the Owner's obligations under the contracts. All
payments and reimbursements made by the Owner after the date of this Agreement should
be made in the name of the Transferee, under the same remittance instructions as were
applicable for the Transferor.
(5) In consideration of the terms and conditions of this Agreement, the Owner hereby
consents to the foregoing transfer and novation of the contracts.
File: Novation Agmt - C8700182 Page 1 of 3
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(6) The contracts shall remain in full force and effect, except as modified by this
Agreement. Each party has executed this Agreement as of the day and year first above
written.
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OWNER:
City of Fort Worth
5-494.••••4
Fernando Costa
Assistant City Manager
Date:
Appr
css
dal Recommended:
Douglas . Wiersig, P.E.
Director, ransportation and Piublic Works Department
CARTER BURGESS, INC. (Transferor)
Title: VA,Le' 17eirisse
JACOBS ENGINEERING GROUP INC. (Transferee)
gy: anry
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Approved As To Form and Legality:
Douglas W. Black
Assistant City Attorney
Attest:
Mary J. Kayser'
City Secretary
File: No va tion Agm t - CB 700182
4► � 90r000o?ithA
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Date:
Page 2 of 3
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Exhibit A
CONTRACTS TO BE NOVATED
Carter & Burgess, Inc. to Jacobs Engineering Group Inc.
Project No. Description Project Manager Contract No.
CB700182
Trinity Boulevard Culvert Improvement at Valley View Christine Graygor 31045
Branch Channel
File: Novation Agmt— C8700182 Page 3 of 3