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Home My WebLink AboutGVP Consulting Inc; 2006-06-30; PWENG413ASSIGNMENT AND ASSUMPTION AGREEMENT FOR AGREEMENT FOR ENGINEERING PROJECT MANAGEMENT SERVICES THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") is made and entered into this tJo1*** day of/S^^xx-l— 2006, by and between the CITY OF CARLSBAD, a political subdivision of the State of CaliforniaC'City"), GVP Consultants, a California sole proprietor, ("Assignor") and GVP Consulting, Inc., a California corporation, a ("Assignee"), and is made with reference to the following facts: RECITALS A. On September 30, 2005, the City and Assignor entered into that certain Professional Services Agreement concerning Engineering Project Management Services for reviewing and interpreting hydrology and hydraulic studies and project management services, (the "Agreement"). B. Paragraph 24 of the Agreement allows Assignor to assign rights and obligations under the Agreement upon written approval of the City. 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 City 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. City Consent. City 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 City of Carlsbad 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 City, 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 City. 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: Glen K. Van Peski Owner, GVP Consultants 3764 Cavern Place Carlsbad, CA 92010 Assignee: GVP Consulting, Inc. Attn: Glen K. Van Peski, President 3764 Cavern Place Carlsbad, CA 92010 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 City, Assignor and Assignee each represent and warrant that they have the legal power, right and actual authority to bind the City, Assignor and Assignee, respectively, to the terms and conditions hereof. 4.9 Severabilitv. 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: GVP Consultants, a sole proprietor M/**Bv: X%^7 ''(sign here) (print name/title) *By: (sign here) (print name/title) ASSIGNEE: GVP Consulting, Inc., a California corporatio •Bv: sign here) //. iJfcl R&L . (print name/title) (sign here) F. CITY OF CARLSBAD, a municipal corporation of the State of California By:^ City Manager 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 Attgrney By: c. rev. 1/28/00 CERTIFICATE OF EXEMPTION WORKERS' COMPENSATION/EMPLOYERS' LIABILITY INSURANCE , am the [insert name] [title] of £>\JP 0^60/^/l^jMc. . I hereby certify that G^P CartSJf'/iVl^^ /IDC. [name of company] [name of company] *has no employees and is not required by law to maintain workers' compensation or employers' liability insurance. Should C-)\)P G?*? 6U / HvvA ; me • employ any person during the term [name of company]-^ of the Agreement with the City of Carlsbad for evfii'/1^6vrv?Q\ [description ofproject or work that is being contracted] then workers' compensation and employers' liability insurance will be obtained. [Name] [Title and name of company or corporation] 06/15/2006 25 SECRETARY'S CERTIFICATE I, Mary F. Van Peski, Secretary of GVP CONSULTING, INC., a California corporation, do hereby certify that at a meeting of the Board of Directors of said corporation, duly held on April 5, 2006, the following resolution was unanimously adopted: RESOLVED, that the President, Glen K. Van Peski, OR the Secretary, Mary F. Van Peski, acting alone, are hereby authorized to sign any and all documents required on behalf of this corporation. I HEREBY CERTIFY that the above authority is still in force and effect. Date'd / Yhfn 7-. L/L- Mary'R VaYi Peski, Secretary GVP CONSULTING, INC. a California corporation Exhibit "A" ARTICLES OF INCORPORATION 2593474 ENDORSED - FILED In the office of the Secretary of Stateof the State of California JAN 1 9 2006 The name of this corporation is GVP Consulting, Inc. n. The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the general corporation law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. m. The name and address in the State of California of this corporation's initial agent for service of process is: Newell E. Gumming, Esq. 145 South Fig Street, Suite L Escondido, CA 92025 IV. This corporation is authorized to issue only on class of shares of stock; and the total number of shares which this corporation is authorized to issue is ten thousand (10,000). INCORPORATOR Newell E. Gumming, Esq. 145 South Fig Street, Suite L Escondido, CA 92025 State of California Secretary of State 2593474 I, BRUCE McPHERSON, Secretary of State of the State of California, hereby certify: That the attached transcript of page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of JAN 3 0 2006 BRUCE McPHERSON Secretary of State Sec/State Form CE-107 (REV 03/31/05)OSP OS 92286 DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE PHILADELPHIA PA 19255-0023 004458.237471.0013.001 2 MB 0.563 1020 Date of this notice: 04-07-2006 Employer Identification Number: 41-2202037 Form: SS-4 Number of this notice:CP 575 A 6VP CONSULTING INC 3764 CAVERN PL CARLSBAD CA 92010 10445B For assistance you may call us at: 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 41-2202037. This EIN will identify your business account, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, please use the label we provided. If this isn't possible, it is very important that you use your EIN and complete name and address exactly as shown above on all federal tax forms, payments and related correspondence. Any variation may cause a delay in processing, result in incorrect information in your account or even cause you to be assigned more than one EIN. If the information isn't correct as shown above, please correct it using tear off stub from this notice and return it to us so we can correct your account. Based on the information from you or your representative, you must file the following form(s) by the date(s) shown. Form 941 Form 1120 Form 940 04/30/2006 03/15/2007 01/31/2007 If you have questions about the form(s) or the due dates(s) shown, you can call or write to us at the phone number or address at the top of the first page of this letter. If you need help in determining what your tax year is, see Publication 536, Accounting Periods and Methods, available at your local IRS office or you can download this Publication from our Web site at www.irs.gov. We assigned you a tax classification based on information obained from you or your representative. It is not a legal determination of your tax classification, and is not binding on the IRS. If you want a legal determination on your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure 2004-1,2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue.)