HomeMy WebLinkAboutC-8546-3C - On-Call PSA for Marine Engineering and Harbor-Related ServicesZild
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�3p ASSIGNMENT AGREEMENT
V BETWEEN THE CITY OF NEWPORT BEACH AND
ANCHOR QEA, INC.
THIS ASSIGNMENT AGREEMENT ("Assignment") is made and entered into as of
this 3rd day of July, 2024 ("Effective Date"), by and between the CITY OF NEWPORT
BEACH, a California municipal corporation and charter city ("City"), ANCHOR, QEA, LLC,
a Washington limited liability company ("Assignor"), whose address is 9700 Research
Drive, Irvine, California 92618, and ANCHOR QEA, INC., a Washington corporation
("Assignee"), whose address is 1201 3rd Avenue, Suite 2600, Seattle, Washington
98101, and is made with reference to the following:
RECITALS
A. On April 12, 2022, City and Assignor entered into an On -Call Professional Services
Agreement ("Agreement") to engage Consultant to provide on -call marine
engineering services ("Project").
B. As of January 1, 2024, Assignor converted into Assignee.
C. The parties desire to enter into this Assignment to assign the rights under the
Agreement from Assignor to Assignee, to update insurance as required by the
Agreement, and to update 25.3 of the Notices section.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. ASSIGNMENT
Assignee hereby accepts such assignment and hereby assumes, agrees and
undertakes to perform all obligations of Assignor pursuant to the Agreement. Any
reference to ANCHOR QEA, LLC and/or Consultant in the Agreement shall be deemed
to be a reference to ANCHOR QEA, INC.
Assignee shall have no further rights of any kind whatsoever under the Agreement.
2. CITY CONSENT TO ASSIGNMENT
Pursuant to Section 15 of the Agreement, City approves of this Assignment.
3. INSURANCE
Assignee shall deliver, concurrently with execution of this Assignment, proof of
insurance in accordance with Section 14 of the Agreement.
4. NOTICES
Section 25.3 of the Agreement is amended in its entirety and replaced with the
following: "All notices, demands, requests or approvals from City to Consultant shall be
addressed to Consultant at:
Attn: Adam Gale
Anchor QEA, Inc.
1201 3rd Avenue, Suite 2600
Seattle, WA 98101 "
5. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
Southland Industries Assignment Agreement Page 2
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the date first above written.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date �6/24
By.
Iy
on C. Harp
Attorney �1')41�y
ATTEST:
Date:
14
By:
Leilani I. Brow
City Clerk
c�rt;
CITY OF NEWPORT BEACH,
a California @nicipal corporation
Date: _/ZD?:�j
By:
Gr c . Leung
Ci Manager
ASSIGNOR: ANCHOR, QEA, LLC, a
Washington limited liability company
Date:
Signed in Counterpart
By:
Steve Cappellino
Member
Date:
Bv: Signed in Counterpart
Katie Chamberlin
Member
ASSIGNEE: ANCHOR QEA, INC., a
Washington corporation
Date:
By: Signed in Counterpart
Steve Cappellino
Business Signatory
Date:
Bv: Signed in Counterpart
Katie Chamberlin
Business Signatory
[END OF SIGNATURES]
Southland Industries Assignment Agreement Page 3
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the date first above written.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California municipal corporation
Date: Date:
By: By:
tl
on C. Harp 'ns Grace K. Leung
Attorney `fat,/ay City Manager
ATTEST: ASSIGNOR: ANCHOR, QEA, LLC, a
Date: Washingto2 li ited liability company
Date: 4
By: B
Leilani I. Brown S ve appe
City Clerk Member
Date:
By:
Katie hamberlin
Member
ASSIGNEE: ANCHOR QEA, INC., a
Washington corporation
Date:/S�ZN
By.
Steve p eIIi
Business Signatory
Date:
By:
Katie bliamberlin
Business Signatory
[END OF SIGNATURES]
Southland Industries Assignment Agreement Page 3