HomeMy WebLinkAboutC-8122-1A - Assignment Agreement (On-Call PSA for Architecture Services)k
ASSIGNMENT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
PBK ARCHITECTS, INC.
THIS ASSIGNMENT AGREEMENT ("Assignment") is made and entered into as of
this 19th day of July 2022 ("Effective Date"), by and between the CITY OF NEWPORT
BEACH, a California municipal corporation and charter city ("City"), and
WOLFF/LANG/CHRISTOPHER ARCHITECTS, INCORPORATED, doing business as
("DBA"), WLC ARCHITECTS, INC., a California corporation, whose address is 8163
Rochester Ave., Ste 100, Rancho Cucamonga, California, 91730 ("Assignor"), and PBK
Architects, Inc., a Texas corporation, whose address is 11 Greenway Plaza, 22nd Floor,
Houston, Texas, 77046, with local address of 8163 Rochester Avenue, Suite 100, Rancho
Cucamonga, California, 91730 ("Assignee"), and is made with reference to the following:
RECITALS
A. On June 1, 2016, City and Assignor entered into an On -Call Professional Services
Agreement ("Agreement") to engage Assignor to provide on -call professional
architectural and engineering services ("Project").
B. On January 22, 2019, City and Assignor entered into Amendment No. One to the
Agreement to reflect additional services not anticipated in the Agreement, to
extend the term of the Agreement, and to increase the total compensation
("Amendment No. One").
C. On April 20, 2020, City and Assignor entered into Amendment No. Two to the
Agreement to increase the total compensation based upon an increased volume
of services not anticipated at the time of the Agreement or Amendment No. One
("Amendment No. Two").
D. On September 22, 2020, City and Assignor entered into Amendment No. Three to
the Agreement to increase the total compensation based upon an increase volume
of services not anticipated at the time of the Agreement, Amendment No. One, or
Amendment No. Two, and to update the conflicts of interest terms and insurance
requirements ("Amendment No. Three").
E. Pursuant to the Agreement, as amended, City agreed to compensate Assignor a
total not to exceed amount of Three Hundred Fifty Thousand Dollars and 00/100
($350,000.00).
F. The parties now desire to enter into this Assignment to assign the rights under the
Agreement, as amended, from Assignor to Assignee.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. ASSIGNMENT
As of the Effective Date, Assignee, PBK Architects, Inc., hereby accepts such
assignment and hereby assumes, agrees, and undertakes to perform all obligations of
Assignor, Wolff/Lang/Christopher Architects, Incorporated, DBA, WLC Architects, Inc.,
pursuant to the Agreement, as amended. Any reference to Assignor,
Wolff/Lang/Christopher Architects, Incorporated, DBA, WLC Architects, Inc., and/or
"Consultant" in the Agreement, as amended, shall be deemed to be a reference to
Assignee, PBK Architects, Inc.
As of the Effective Date, Assignor, Wolff/Lang/Christopher Architects,
Incorporated, DBA, WLC Architects, 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, 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]
PBK Architects, 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:_�`1/2�
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: j Z -q - 2 7,a
By: A('> By:
a n C. Harp-►ya-' Gr Leung
City Attorney °�`� Manager
ATTEST: ASSIGNOR: Wolff/Lang/Christopher
Date: Zi�-" j Architects, Incorporated, DBA, WLC
Architects, Inc., a California corporation
Date:
By: A&iBy: **Wc AAk'=1000�
Leilani I. Brown -4a . Dicamillo Max Medina
City Clerk Chief Executive Vice -President
1,
Al
Chief Financial Officer
ASSIGNEE: PBK Architects, Inc.,
a Texas co r ration
Date:
By:
L. oggio
Chief Executive Officer
Chief Financial Officer/Secretary
[END OF SIGNATURES]
PBK Architects, Inc. Assignment Agreement
Page 3
ACTION AND RESOLUTION BY
THE BOARD OF DIRECTORS OF
WLC ARCHITECTS, INC.
A CALIFORNIA COPORATION
All of the Board of Directors of WLC Architects, Inc., desiring to ensure that all the proper and
authorized individuals, who have corporate authority to bind the said corporation to any and all
contracts executed by such authorized individuals, have been approved by the Board of
Directors of WLC Architects, Inc., held a meeting on April 1, 2019.
The Board of Directors, following a review of the foregoing matter, and upon motion made and
seconded, hereby determines and votes unanimously as follows:
BE IT THEREFORE RESOLVED that the individuals listed below are hereby designated, authorized
and empowered, to be duly authorized with all the attendant powers and authorizations related
thereto, to bind, obligate and commit WLC Architects, Inc. to any and all contracts executed by
and between WLC Architects, Inc. and any other contracting party.
Authorized Individuals:
James P. DiCamillo, President
Kelley Needham, Corporate Secretary/Chief Financial Officer
Max Medina, Vice President
Kevin MacQuarrie, Chairman of the Board of Directors
BOARD OF DIRECTORS
Date: April 1, 2019
ATTESTATION
dresi
P. DiCAMILLO
ent
I, being the Secretary of the above referenced corporation, do hereby certify that the above
resolution is the resolution of the corporation.
Dated: April 1, 2019
ILM7--
KELLEY NEIEDHAM
Corporate Secretary