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HomeMy WebLinkAboutDaniel Boyle Engineering / DBE Psomas; 2006-12-22;ASSIGNMENT AND ASSUMPTION AGREEMENT FOR ENGINEERING SERVICES THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") is made and entered into thiso&l*-* day oftjh.e.*n\ £**" 2006, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911 ("CMWD") and a Subsidiary District of the City of Carlsbad, referred to as ("CMWD"), Daniel Boyle Engineering, a California corporation, ("Assignor") and DBE Psomas, a California corporation ("Assignee"), and is made with reference to the following facts: RECITALS A. On December 12, 2005, CMWD and Assignor entered into that certain Professional Services Agreement concerning engineering services experienced in pipeline design for the El Camino Real water projects, (the "Agreement"). B. Paragraph 24 of the Agreement allows Assignor to assign rights and obligations under the Agreement upon written approval of CMWD. C. Assignor desires to assign its interest in the Agreement to Assignee. Further, Assignee desires to accept assignment of Assignor's interest in the Agreement and CMWD consents to the assignment of the interest in the Agreement from Assignor to Assignee. NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and obligations set forth herein, the parties hereto agree as follows: 1. Assignment. Assignor hereby assigns to Assignee all of Assignor's rights and obligations as set forth in the Agreement. 2. Assumption. Assignee hereby assumes all of Assignor's rights and obligations as set forth in the Agreement. 3. CMWD Consent. CMWD hereby agrees and consents to the assignment of all of Assignor's rights and obligations as set forth in the Agreement to Assignee. 4. General Terms and Conditions. The following general terms and conditions shalt apply to this Assignment Agreement. 4.1 Hold Harmless. In addition to the hold harmless provisions contained within the Agreement, Assignee agrees to indemnify and hold harmless the Carlsbad Municipal Water District and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of this Assignment Agreement caused by the willful misconduct, or negligent act, or omission of the Assignee. 4.2. 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 and the same instrument. 4.3. Successors and Assigns. It is mutually understood and agreed that this Assignment Agreement shall be binding upon CMWD, Assignor and Assignee and their respective successors. Neither this Assignment Agreement or any part hereof nor any monies due or to become due hereunder may be assigned by Assignee without the prior consent of CMWD. rev. 1/28/00 4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of California. 4.5. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Assignment Agreement shalt be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. 4.6. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Assignment Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows: City: Public Works Director City of Carlsbad, Public Works-Administration 1635 Faraday Avenue Carlsbad, CA 92008 Assignor: Thomas B. Hooker, Jr., P.E. Daniel Boyle Engineering 23231 South Pointe Drive, Suite 103 Laguna Hills, CA 92653 Assignee: Thomas B. Hooker, Jr., P.E. DBE Psomas 23231 South Pointe Drive, Suite 103 Laguna Hills, CA 92653 4.7. Nondiscrimination. During the term of this Assignment Agreement, the parties shall comply with the state and federal laws regarding non-discrimination. 4.8 Authority. The parties executing this Assignment Agreement on behalf of CMWD, Assignor and Assignee each represent and warrant that they have the legal power, right and actual authority to bind CMWD, Assignor and Assignee, respectively, to the terms and conditions hereof. 4.9 Severability. Each provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Assignment Agreement and shall not affect any other provision, term, condition, covenant, and/or restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall continue in full force and effect. rev. 1/28/00 4.10 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written. ASSIGNOR: DANIEL BOYLE ENGI. •fey: (print name/tifle) *By: (sign here) CARLSBAD MUNICIPAL WATER DISTRICT, a public agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, State of California , Executive Manager or designee (print name/title) ASSIGNEE: DBEPSQMAS 7^^/ (sign % /do/***. *By: . (print|nanae'/tjjtt (sign here) TV^/c-J ATTEST: (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney Bv: Deputy City Attorey rev. 1/28/00 Consulting Engineers CERTIFIED RESOLUTION OF BOARD OF DIRECTORS OF DANIEL BOYLE ENGINEERING, INC. I, Lois E. Hooker, Secretary of Daniel Boyle Engineering, Inc., a corporation organized March 23, 1982 and existing under the laws of the State of California, do hereby certify that at a duly convened meeting of the Board of Directors of Daniel Boyle Engineering, Inc., held on the 6th day of October, 2003, at the offices of said corporation at 23231 South Pointe Drive, Suite 103, Laguna Hills, CA 92653, the following resolution was duly adopted: RESOLVED: That the following company officers are designated and authorized to execute and sign documents, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding on the corporation: Thomas B. Hooker, Jr.; President Lois E. Hooker; Secretary IN WITNESS WHEREOF, I have hereunto set my hand as of the 10th day of October, 2003. Lois E. Hooker, Secretary 23231 South Pointe Drive • Suite 103 • Laguna Hills • CA • 92653 • (949) 768-2600 • Fax (949) 586-5188 • www.dboyle-eng.com CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On U RAVEITE GOULD Commtoton* 1501722 Notary PuMc-CoMomia Orangs County My Comm. Enptot Jut 19. D personally known to me M (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that —hc/ohe/they executed the same in his/I itdi/their authorized capacity(ies), and that by-hia/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WLFNESS my hand and official seal. Place Notary Seal Above OPTIO Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Title or Type of Document: Document Date f c U\2H Signer(s) Other Than Named AbovefyritalLV.T&A,^^ Capacity(ies) Qldim Signer's Narr D Individual XL Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: RIGHT THUMBPRINT OF SIGNER Top of thumb here . ] : \k iSigner's Name: D Individual ^(Corporate Officer — Title(s) D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: RIGHT THUMBPRINT OF SIGNER Top of thumb here © 2006 National Notary Association -9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 Item No. 5907 Reorder: Call Toll-Free 1-800-876-6827