01519 Alliance Amendments.pdf

CONTRACT NO. 01519: AMENDMENT, ASSIGNMENT, ASSUMPTION, & CONSENT AGREEMENT Page 1

STATE OF WASHIngton Contracts & Procurement Division Department of Enterprise Services P.O. Box 41411 Olympia, WA 98504-1411

CONTRACT ASSIGNMENT

Contract No.: 01519

ASSIGNOR

Fremont Analytical Inc.

3600 Fremont Ave. N.

Seattle, WA 98103

Effective Date: July 11, 2023 ASSIGNEE Alliance Technical Group, LLC.

255 Grant St SE, Suite 600 Decatur, AL 35601

AMENDMENT, ASSIGNMENT, ASSUMPTION, & CONSENT AGREEMENT

FOR

CONTRACT NO. 01519

ANALYTICAL LABORATORY SERVICES

This Assignment, Assumption, and Consent Agreement (“Agreement”) for Contract No. 01519 is made and entered into by and among the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“State”), Fremont Analytical, Incorporated, a Washington corporation (“Assignor”), and Alliance Technical Group, LLC a Tennessee limited liability company (“Assignee”) and is dated and effective as of July 11, 2023 (“Effective Date”).

R E C I T A L S

A. State and Assignor entered into that certain Contract No. 01519 dated effective as of October 1, 2019, which is attached hereto as Exhibit A (“Contract”);

B. State and Assignor previously amended the Contract as follows:

By instrument titled First Amendment (dated August 31, 2021) to extend the contract sixty (60) months.

C. Assignor desires to assign all of its rights, obligations, and liabilities under the Contract, as amended, to Assignee;

D. Assignee desires to accept and assume all of the rights, obligations, and liabilities of Assignor under the Contract, as amended; and

E. State desires to consent to such assignment, acceptance, and assumption.

CONTRACT NO. 01519: AMENDMENT, ASSIGNMENT, ASSUMPTION, & CONSENT AGREEMENT Page 2

A G R E E M E N T

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below:

1. NO CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and remains in full force and effect.

2. ASSIGNMENT OF CONTRACT. As of the Effective Date, Assignor hereby conveys and assigns to Assignee, its successors and assigns, all of Assignor’s rights, title, and interests in, to, and under the Contract. A copy of the Contract, with all modifications and amendments thereto, if any, is attached hereto as Exhibit A and made a part hereof.

3. ASSUMPTION OF CONTRACT. As of the Effective Date, Assignee hereby undertakes, accepts, and assumes the assignment of the Contract and assumes all duties and obligations of the Assignor under the Contract and covenants to perform and discharge the same as the Assignee of the Assignor.

4. CONSENT TO ASSIGNMENT & ASSUMPTION. State hereby consents to the foregoing assignment and assumption which is effective as of the Effective Date. Notwithstanding the foregoing, the parties hereto agree that State shall be entitled to pursue claims accruing or arising incident to the Contract on or before the Effective Date of this Agreement, and all its rights and remedies related to such claims, for (a) payments of indemnity now or hereafter due under the Contract from Assignor, and/or (b) insurance payments or proceeds.

5. INSURANCE. The State’s consent to this Agreement is conditioned, in part, on Assignee’s compliance with the Contract’s insurance requirements. Accordingly, notwithstanding any provision to the contrary, within ten (10) calendar days, Assignee shall provide State with written confirmation that Assignee is in full compliance with all applicable insurance requirements set forth in the Contract. Assignee’s failure to provide such timely written confirmation shall constitute material breach of the Contract and shall entitle State to all applicable remedies.

6. NOTICES. Unless otherwise notified by Assignee, any notice to be provided pursuant to the Contract shall be delivered to Assignee at the following address:

Attn: Matt Langston Alliance Technical Group, LLC 255 Grant St SE, Suite 600 Decatur, AL 35601

Email: matt.langston@alliancetg.com

7. BINDING EFFECT. All provisions, covenants, and agreements herein shall be binding upon and inure to the benefit of, and be enforceable by or against, the parties hereto and their respective successors and assigns.

8. THIRD-PARTY BENEFICIARY. This Agreement is solely for the benefit of the parties hereto and their respective successors and assigns, and no other person has any right, benefit, priority, or interest under or because of the existence of this Agreement.

CONTRACT NO. 01519: AMENDMENT, ASSIGNMENT, ASSUMPTION, & CONSENT AGREEMENT Page 3

9. INTEGRATED AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations and representations. This Agreement may not be modified except in writing signed by the parties.

10. AUTHORITY. Each party to this Agreement, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Agreement and that its execution, delivery, and performance of this Agreement has been fully authorized and approved, and that no further approvals or consents are required to bind such party.

11. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Agreement or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement or such other ancillary agreement for all purposes.

12. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Agreement at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Agreement.

EXECUTED AND EFFECTIVE as of the day and date first above written.

ASSIGNOR

FREMONT ANALYTICAL, INCORPORATED

A WASHINGTON CORPORATION

By: _____________________________

Name: Matt Langston

Title: Laboratory Director

Date:

ASSIGNEE

ALLIANCE TECHNICAL GROUP, LLC

A TENNESSEE LIMITED LIABILITY COMPANY

By: _____________________________

Name: Rob Patterson

Title: Executive Vice President

Date:

STATE OF WASHINGTON

DEPARTMENT OF ENTERPRISE SERVICES

By: _____________________________

Name: Lawrence Lim

Title: Contracts Specialist

Date: 7/11/2023

CONTRACT NO. 01519: AMENDMENT, ASSIGNMENT, ASSUMPTION, & CONSENT AGREEMENT Page 4

EXHIBIT A

CONTACT TO BE ASSIGNED

Master Contract No. 01519 – Analytical Laboratory Services (dated October 1, 2019)

As amended by:

First Amendment (dated August 31, 2021);

CONTRACT NO. 01519 - AMENDMENT NO. 01 Page 1

State of Washington Contracts & Procurement Division Department of Enterprise Services

P.O. Box 41411 Olympia, WA 98504-1411

Fremont Analytical, Inc.

3600 Fremont Ave N.

Seattle, WA 98103

FIRST AMENDMENT

TO

CONTRACT NO. 01519

ANALYTICAL LABORATORY SERVICES

This First Amendment (“Amendment”) to Contract No. 01519 is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“State”) and Fremont Analytical, Inc., a Washington Corporation (“Contractor”) and is dated as of August 31, 2021.

RECITALS

A. State and Contractor (collectively the “Parties”) entered into that certain Contract No. 01519 for Analytical Laboratory Services dated effective as of October 1, 2019 (“Contract”).

B. The Parties have not previously amended the Contract.

C. The amendment set forth herein is within the scope of the Contract.

D. The Parties now desire to amend the Contract as set forth herein.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties hereby agree to amend the Contract as follows:

1. TERM. The Contract term is amended to extend the term sixty (60) months, ending September 30, 2026.

2. NO CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and remains in full force and effect.

3. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. In the event of any conflict between this Amendment and the Contract or any earlier amendment, this Amendment shall control and govern. This Amendment may not be modified except in writing signed by the Parties.

4. AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Amendment and that its execution, delivery, and performance of this Amendment has been fully

CONTRACT NO. 01519 - AMENDMENT NO. 01 Page 2 authorized and approved, and that no further approvals or consents are required to bind such party.

5. ELECTRONIC SIGNATURES. A signed copy of this Amendment or any other ancillary agreement transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment or such other ancillary agreement for all purposes.

6. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Amendment at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Amendment.

EXECUTED AND EFFECTIVE as of the day and date first above written.

FREMONT ANALYTICAL, Inc.

A WASHINGTON CORPORATION

By: _____________________________

Name: _____________________________

Title: _____________________________

Date: _____________________________

STATE OF WASHINGTON

DEPARTMENT OF ENTERPRISE SERVICES

By: _____________________________

Name: _____________________________

Title: _____________________________

Date: _____________________________

Matthew Langston

Laboratory Director

8/25/2021 Contracts Specialist 8/31/21

Leslie Edwards

01519a2_Fremont.pdf