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Home My WebLink AboutC-7629-1A - Assignment Agreement (for PSA for Engineering Services for the Balboa Boulevard Median Improvements -Project)ON ASSIGNMENT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND DAVID EVANS AND ASSOCIATES, INC. THIS ASSIGNMENT AGREEMENT ("Assignment") is made and entered into as of this 1st day of July, 2022 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City") and DAVID EVANS AND ASSOCIATES, INC., an Oregon corporation ("David Evans and Associates"), whose address is 2100 S. River Parkway, Portland, OR, 97201 and is made with reference to the following: RECITALS A. On February 25, 2020, City and Civil Works Engineers, Inc., a California corporation, entered into a Professional Services Agreement for engineering and design services for the Balboa Boulevard Median Improvements Project ("Agreement"). B. On May 3, 2021, City and Civil Works Engineers, Inc., a California corporation entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional Services not included in the Agreement, extend the term of the Agreement to December 31, 2022, to increase the total compensation, and to update Insurance requirements. C. On December 8, 2021, City and Civil Works Engineers, Inc., a California corporation entered into Amendment No. Two to reflect additional Services not included in the Agreement, as amended, to increase the total compensation and update the Ownership of Documents section. D. Pursuant to Amendment No. Two, City agreed to compensate Civil Works Engineers, Inc., a California corporation a Not to Exceed amount of Two Hundred Twelve Thousand Seven Hundred Forty Dollars and 77/100 ($212,740.77). E. The parties desire to enter into this Assignment to assign the rights under the Agreement from Civil Works Engineering, Inc. to David Evans and Associates. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. ASSIGNMENT As of the Effective Date of this Assignment, David Evans and Associates hereby accepts such assignment and hereby assumes, agrees and undertakes to perform all obligations of Civil Works Engineering, Inc., pursuant to the Agreement, as amended. Any reference to Civil Works Engineering, Inc., and/or Contractor in the Agreement, shall be deemed to be a reference to David Evans and Associates. As of the Effective Date of this Assignment, Civil Works Engineering, Inc. shall have no further rights of any kind whatsoever under the Agreement, as amended. 2. CITY CONSENT TO ASSIGNMENT Pursuant to Section 15 of the Agreement, as amended, City approves of this Assignment. 3. 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. 4. COUNTERPARTS This Assignment may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] David Evans and Associates, Inc. Assignment Agreement Page 2 IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the date first above written. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: -7/7/2-2. By:L'�'P 8z (C, Alaon C. Harp Ci y Attorney 6�oN ATTEST: Date: ' 0�• �`- JAVk= ►1:'�Il� City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: B . L_c C"', Grace K. Leung City Manager CIVIL WORKS ENGINEERS, INC., California corporation Date: Signed in Counterpart Marie Marston Chief Executive Officer /Secretary DAVID EVANS AND ASSOCIATES, INC., an Oregon corporation Date. - Signed in Counterpart In Al Barkouli Chief Executive Officer Date: Signed in Counterpart Marcus McGarity Secretary [END OF SIGNATURES] a David Evans and Associates, Inc. Assignment Agreement Page 3 IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the date first above written. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 7/7 /zz By:A14 ron C. Harp ity Attorney ATTEST: Date: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: Bv: Grace K. Leung City Manager CIVIL WORKS ENGINEERS, INC., a California corporation Date: l,./._ 2o2Z By: ✓�%,� .,l-fig Marie Marston Chief Executive Officer /Secretary DAVID EVANS AND ASSOCIATES, INC., an Oregon corporation Date: By: Al Barkouli Chief Executive Officer Date: By: Marcus McGarity Secretary [END OF SIGNATURES] David Evans and Associates, Inc. Assignment Agreement Page 3 IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the date first above written. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 7 /7 /2Z CITY OF NEWPORT BEACH, a California municipal corporation Date: By: i6vlo W ("' By: ron C. Harp b%11 Grace K. Leung ity Attorney �ACity Manager ATTEST: Date: CIVIL WORKS ENGINEERS, INC., a California corporation Date: By: By: Leilani I. Brown Marie Marston City Clerk Chief Executive Officer /Secretary DAVID EVANS AND ASSOCIATES, INC., an Oregon corporation Date: By: 0 Al Barkouli Chief Executive Officer Date: 711 t [ ZZ By: �,°e�-rs-AAty �r� v� �-u��r ✓� Secretary [END OF SIGNATURES] David Evans and Associates, Inc. Assignment Agreement Page 3 CERTIFICATE DAVID EVANS AND ASSOCIATES, INC. The undersigned Assistant Secretary of David Evans and Associates, Inc., an Oregon corporation (the "Corporation"), hereby certifies that the following resolutions were adopted by the Board of Directors of the Corporation at a meeting held in accordance with the Bylaws of the Corporation on December 14, 2020 at which a quorum was present and acting throughout, and that such resolutions, to be effective on December 14, 2020, have not been amended or rescinded: RESOLVED, that any "Executive Officer," including the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Treasurer, President, Chief Operations Officer, Chief Administrative Officer, Ethics Officer or Corporate Secretary, and Assistant Secretary; or "Corporate Officer," including any Senior Vice President, Vice President, Senior Associate or Associate of the Corporation is authorized on behalf of the Corporation to execute project agreements with clients or subconsultants, involving amounts of less than $100,000. RESOLVED, that any Project Agreement of $100,000 or greater but less than $250,000, shall be signed by two officers of the Corporation, one of whom shall be an Executive Officer, Senior Vice President, Vice President or Senior Associate. RESOLVED, that any Project Agreement of $250,000 or greater shall be signed by two officers of the Corporation, one of whom shall be an Executive Officer, Senior Vice President or Vice President. RESOLVED, that any one of the Chairman of the Board, Chief Executive Officer, President, or Chief Financial Officer is authorized on behalf of the Corporation to make, execute and deliver leases, contracts and related documents pertaining to the leasing, purchase or sale of office equipment, vehicles, or other personal property, and to make, execute and deliver leases, deeds, and other documents relating to the leasing, sale or acquisition of real property, whether the Corporation acts as lessor, lessee, buyer or seller. The undersigned Assistant Secretary of David Evans and Associates, Inc., an Oregon corporation (the "Corporation"), hereby certifies that Al Barkouli was appointed Chief Executive Officer, and Erin F. Austin was appointed to the office of Assistant Secretary and Senior Vice President by the Board of Directors of the Corporation at a meeting held in accordance with the Bylaws of the Corporation on March 14, 2022 at which a quorum was present and acting throughout, and that such resolutions, to be effective on March 14, 2022, have not been amended or rescinded: IN WITNESS WHEREOF, I have executed this Certificate on this 11' day of July 2022. Erin F. Austin, Assistant Secretary David Evans and Associates, Inc.