HomeMy WebLinkAbout2023-12-12; City Council; Resolution 2023-288RESOLUTION NO. 2023-288
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN
ASSIGNMENT AND ASSUMPTION AGREEMENT FOR FIRE PLAN REVIEW
SERVICES WITH DENNIS GRUBB & ASSOCIATES, LLC AND DENNIS GRUBB &
ASSOCIATES, A WILLDAN ENGINEERING COMPANY
WHEREAS, the City Council of the City of Carlsbad, California has determined that it is in the
best interest of the city to retain the professional services of an outside firm to provide fire plan review
services on properties located in the city; and
WHEREAS, the city solicited quotations (RFQ No. 23-05) for fire plan review services and
awarded an agreement to Dennis Grubb & Associates, LLC with an initial three-year term, which may
be extend for an additional two years; and
WHEREAS, Paragraph 24 of the agreement allows for its assignment to another vendor upon
written approval of the city; and
WHEREAS, Dennis Grubb & Associates, LLC was acquired by Dennis Grubb & Associates, a
Willdan Engineering Company; and
WHEREAS, staff recommend assigning rights, obligations and liabilities to continue fire plan
review services for the city from Dennis Grubb & Associates, LLC to Dennis Grubb & Associates, a
Willdan Engineering Company.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1.That the above recitations are true and correct.
2.That the City Manager of the City of Carlsbad, or designee, is authorized to execute the
Assignment and Assumption Agreement, which is attached hereto as Attachment A, to
continue fire plan review services.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 12th day of December, 2023, by the following vote, to wit:
AYES:
NAYS:
ABSTAIN:
ABSENT:
Blackburn, Bhat-Patel, Acosta, Burkholder, Luna.
None.
None.
None.
KEITH BLACKBURN, Mayor
SHERRY FREISINGER, City Clerk
(SEAL)
DocuSign Envelope ID: 6DBCA397-4843-4898-9A0A-AADCSB3BF90E
ASSIGNMENT AND ASSUMPTION AGREEMENT
FOR FIRE PLAN REVIEW SERVICES
Attachment A
THIS ASSIGNMENT AND ASSUMP�N AGREEMENT ("Assignment Agreement") is
made and entered into this /?, � day of� 20� by and between the CITY OF
CARLSBAD, a political subdivision of the State of California ("City"), DENNIS GRUBB &
ASSOCIATES, LLC, a California limited liability company ("Assignor'') and DENNIS GRUBB &
ASSOCIATES, A WILLDAN ENGINEERING COMPANY, a California corporation ("Assignee"),and is made with reference to the following facts:
RECITALS
A.On January 12, 2023, the City and Assignor entered into that certain Professional
Services Agreement concerning fire plan review services dated January 12, 2023, (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 andobligations 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 ofAssignor's rights and obligations as set forth in the Agreement to Assignee.
4.General Terms and Conditions. The following general terms and conditions shallapply to this Assignment Agreement.
4.1 Hold Harmless. In addition to the hold harmless provisions contained within the
Agreement, 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 attorneys fees, which arises out ofor is in any way connected with this Assignment Agreement, notwithstanding that City may have
benefitted from this Assignment Agreement. The hold harmless provision shall apply to any 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 Agreement.
1 City Attorney Approved 12/28/2022
DocuSign Envelope ID: 6DBCA397-4B43-4898-9A0A-AADC5B3BF90E
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.
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:
Assignor:
Assignee:
City Manager
City of Carlsbad
1635 Faraday Avenue Carlsbad, CA 92008
Dennis Grubb & Associates, LLC
6560 Van Buren Blvd, Suite B
Riverside, CA 92503
Dennis Grubb & Associates, a Willdan
Engineering Company
2401 East Katella Avenue, Suite 300
Anaheim, CA 92806
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 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,
2 City Attorney Approved 12/28/2022
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term, condition, covenant, and/or restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall continue in full force and effect.
4.10 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written.
ASSIGNOR:
Dennis Grubb & Associates, LLC
*By:
**By:
(sign here)
Dennis Grubb, Owner
(print name/title}
(sign here)
(print name/title)
ASSIGNEE:
Dennis Grubb & Associates, a Willdan Engineering Company *By: VIU-\L.S� ��(sign here)
Vanessa Munoz, President
(print name/title)
**By: � �(sign here)
Kate Nguyen, Secretary
(print name/title}
AD, a municipal �,i....,l,Silte of California
City Manager
�� � SHERRY FREI I�� City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be attached. � 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: CINDIE K. McMAHON, City Attorney
By: lUu[1,, frosr
Deputy / Assistant City Attorney
3 City Attorney Approved 12/28/2022