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HomeMy WebLinkAboutTesting Engineers San Diego; 2007-04-20;PWENG420 ASSIGNMENT AND ASSUMPTION AGREEMENT FOR MASTER AS-NEEDED MATERIALS TESTING AND INSPECTION SERVICES THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") is made and entered into this cZKffl day or~~XX}n\ V ,2007. by and between the CITY OF CARLSBAD, a political subdivision of the State of California ("CityVTESTING ENGINEERS - SAN DIEGO, INC. a California Corporation, ("Assignor) and BUREAU VERITAS NORTH AMERICA, INC., a Delaware Corporation ("Assignee"), and is made with reference to the following facts: RECITALS A. On February 2, 2004 the City and Assignor entered into that certain Professional Services Agreement concerning as-needed materials testing and inspection 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 shall 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. 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. rev. 1/28/00 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: Deputy City Engineer, Const. Management & Inspection City of Carlsbad 5950 El Camino Real Carlsbad, CA 92008 Assignor: Testing Engineers - San Diego, Inc. 7895 Convoy Court, Suite 18 San Diego, CA 92111 Assignee: Bureau Veritas North America, Inc. 11860 West State Rd 84, Suite 1 Ft. Lauderdale, FL 33325 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: TESTING ENGINEER^- SAN DIEGO, INC. *Bv; CITY OF CARLSBAD, a municipal corporation of the.State of Californie 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: RONALDJR. EJALL, City Attorney Bv: Deputy City Attorne|• ASSIGNMENT AND ASSUMPTION AGREEMENT FOR MASTER AS-NEEDED MATERIALS TESTING AND INSPECTION SERVICES rev. 1/28/00 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of ss. On before me, *lie. Name and Title of Officer (e.g., "Jane Doe, Nc4uy Public") personally appeared^/?/<TI/U Z_<?OJgAj T^Z./?^/^ J~QC£C/AJ Name(s) of Signer(s) .^•personally known to me D 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 he/she/they executed the same in his/her/their authorized capacity (ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. J. B. GE8HOIDT CommMon* 1479641 Motary PuMc-CaWwnta San Otogo County MyCanvn.EKpfrMMar30.20M WITNESS my hand and official sea Signature of Notary Public OPTIONAL 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 Document Title or Type of Documeifi:S&/(MA7€*iT$ X£JU ffl Document Date:C AJ £>/VC/_ Number of Pages: T~A. Signer(s) Other Than Named Above:. Capacity(ies) Claimed by Signer Signer's Name:/W3 1.T7/J D Individual ^Corporate Officer - Title(s): ftE D Partner — D Limited D General D Attorney-in-Fact D Trustee D Guardian or Conservator . . CHl^f gAgQV Tl 1/6 RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Representing \-pf £ © 1999 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.nationalnotary.org Reorder: Call Toll-Free 1-800-876-6827