HomeMy WebLinkAboutRBF Consulting Inc; 2001-03-21;ASSIGNMENT AND ASSUMPTION AGREEMENT
(O’Rourke Engineering/RBF Consulting, Inc.)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment
Agreement”) is made and entered into this 21st day of March I 2OOL, by
and between the CITY OF CARLSBAD, a municipal corporation and RBF Consulting,
Inc., a California Corporation (“Assignee”), and is made with reference to the following
facts:
RECITALS
A. The City and O’Rourke Engineering (“Assignor”) have entered into the
following Agreements and Project Task Descriptions and Fee Allotments (collectively
the “Agreements”) on the following dates:
1. Master Agreement for Traffic Engineering Services on October 2, 2000.
a. Project Task Description & Fee Allotment No. 1 for Review of San Elijo
Ranch & University Commons on October 22,200O.
b. Project Task Description & Fee Allotment No. 2 for College Blvd.
Opening Project on October 22,200O.
c. Project Task Description & Fee Allotment No. 3 for Traffic Services -
Calavera Hills on October 25, 2000.
d. Project Task Description & Fee Allotment No. 4 for Traffic Impact Fee
for El Camino Real/ Camino Vida Robles on November 15,200O.
e. Project Task Description & Fee Allotment No. 5 for College Blvd.
Opening on November 1,200O.
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f. Project Task Description & Fee Allotment No. 6 for La Costa/ El
Camino Real on January 1,200O.
2. Professional Services Agreement for Bressi Ranch Traffic Engineering
Reports on November 9,1999.
3. Professional Services Agreement for Byron White Property Traffic
Engineering Reports on November 9,1999.
4. Professional Services Agreement for Carlsbad Oaks North Traffic
Engineering Reports on November 9,1999.
5. Professional Services Agreement for Villages of La Costa Traffic
Engineering Reports on November 9,1999.
6. Professional Services Agreement for Traffic Impact Fee Additional
Services on June 29,200O.
B. The Agreements allow Assignor to assign rights and obligations under the
Agreements upon written approval of the City.
C. On January I,2001 Assignor was acquired by Assignee.
D. Assignee desires to accept assignment of Assignor’s interest in the
Agreements and City consents to the assignment of the interest in the Agreements 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. Assumption. Assignee hereby assumes all of Assignors rights and
obligations as set forth in the Agreements described in Recital A above.
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2, Citv Consent. City hereby agrees and consents to the assignment of all
of Assignor’s rights and obligations as set forth in the Agreements described in Recital A
above, to Assignee. Said consent would not othenrvise have been granted unless
Assignee agreed that all obligations required by the Agreements would be completed
solely by O’Rourke Engineering, a Division of Assignee.
3- Completion of Work Assignee agrees that all obligations required
by the Agreements shall be completed solely by O’Rourke Engineering, a Division of
Assignee.
4- General Terms and Conditions. The following general terms and
conditions shall apply to this Assignment Agreement.
4.1 Hold Harmless. In addition to the hold harmless provisions contained
within the Agreements and except as to the sole negligence, or willful misconduct of
City, Assignee shall defend, indemnify and hold the City, its officers and employees,
harmless from any and all loss, damage, claim for damage, liability, expense or cost,
including attorney’s fees, which arises out of or is in any way connected with this
Assignment Agreement, notwithstanding that City may have benefited from this
Assignment Agreement. This hold harmless provision shall apply to any negligent acts
or omissions, willful misconduct or negligent conduct, whether active or passive, on the
part of Assignee.
The parties expressly agree that this section shall survive the expiration or early
termination of this Assignment Agreement.
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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, Assignee and their respective
successors. Neither this Assignment Agreement nor any part hereof nor any monies
due or to become due hereunder may be assigned by Assignee without the prior
consent of City.
4.4. Governinq 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 shall 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: Citv of Carlsbad - Engineering Dept.
1635 Faraday Avenue
Carlsbad CA 92008
Attn: Llovd Hubbs, Public Works Director
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Assignee: RBF Consulting, Inc.
5050 Avenida Encinas, #260
Encinitas CA 92024
Attn: Gary Warkentin, Vice President
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 Authoritv. The parties executing this Assignment Agreement on behalf of
City and Assignee each represent and warrant that they have the legal power, right and
actual authority to bind the City 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.
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4.10 Effective Date. This Assignment Agreement shall be effective upon the
date and year first above written.
ASSIGNEE: RBF CONSULTING, INC., a CITY OF CARLSBAD, a municipal
California Corporation corporation of the State of California
(name of Assignee)
By:
s.TdOert LlleAwtA;Pes~dent ATTEST:
(print name/title)
(print n&e/title) I
(Proper notarial acknowledgment of execution by Contractor must be attached.
Chairman, president or vice-president and secretary, assistant secretary, CFO or
assistant treasurer must sign for corporations. 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:
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