HomeMy WebLinkAboutC-8122-2A - Assignment Agreement (for On-Call PSA for Professional Architecture Services)`r
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ASSIGNMENT AGREEMENT
00 BETWEEN THE CITY OF NEWPORT BEACH AND
PBK ARCHITECTS, INC.
V THIS ASSIGNMENT AGREEMENT ("Assignment") is made and entered into as of
this 17th day of January 2024 ("Effective Date"), by and between the CITY OF NEWPORT
BEACH, a California municipal corporation and charter city ("City"), and
WOLFF/LANG/CHRISTOPHER ARCHITECTS, INCORPORATED, 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 a 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 8, 2021, City and Assignor entered into an On -Call Professional Services
Agreement ("Agreement") to engage Assignor to provide on -call professional
architectural services ("Project").
B. On July 7, 2022, Assignor and Assignee provided notice that they had merged and
that as of January 1, 2022, the merged entity is known as simply PBK.
C. The parties now desire to enter into this Assignment to memorialize City's
acknowledgment of the merger and consent to the assignment of rights under the
Agreement from Assignor to Assignee.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. ASSIGNMENT
As of the date of the merger of Assignor and Assignee, Assignee PBK Architects,
Inc., hereby assumes, agrees, and undertakes to perform all obligations of Assignor,
Wolff/Lang/Christopher Architects, Incorporated, pursuant to the Agreement. Any
reference to Assignor, Wolff/Lang/Christopher Architects, Incorporated, and/or
"Consultant" in the Agreement shall be deemed to be a reference to Assignee, PBK
Architects, Inc.
As of the date of the merger of Assignor and Assignee, Assignor
Wolff/Lang/Christopher Architects, Incorporated, 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. 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.
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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
D
X.
ATTEST:
Date: 2.7
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By: Ov
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Dater �D
By:
G c K. Leung
Manager
ASSIGNOR: Wolff/Lang/Christopher
Architects, Incorporated, a California
corporation
Date:
in
Signed in Counterpart
Max Medina
Vice President
Date:
Signed in Counterpart
Kelley S. Needham
Chief Financial Officer
ASSIGNEE: PBK Architects, Inc.,
a Texas corporation
Date:
Signed in Counterpart
By:
Daniel L. Boggio
Chief Executive Officer
Date:
Signed in Counterpart
In
Christopher M. Cunico
Chief Financial Officer/Secretary
[END OF SIGNATURES]
PBK Architects, 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 OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California muf icipal corporation
Date:—��'"�— Date:
By: By:
Aaro C. Ha/r Gr e . Leung
Ct Attorney i anager
ATTEST: ASSIGNOR: Wolff/Lang/Christopher
Date: Architects, Incorporated, a California
corporation
Date:
Leilani I. Brown
City Clerk
By: AIV
Max Medina
Vice President
Date- 1
By:
ley . Needham
Chief Financial Officer
ASSIGNEE: PBK Architects, Inc.,
a Texasati'°/:
Date:
By:` /
Daniel LAorgio
Chief Executive Officer
Chief Financial Officer/Secretary
[END OF SIGNATURES]
PBK Architects, Inc. Assignment Agreement Page 3