AGR-3384.4 - ALBERT GROVER & ASSOCIATES INC - ASSIGNMENT OF TRAFFIC ENGINEERING SERVICES AGREEMENTP GR-33 5L -- 4
ASSIGNMENT OF
TRAFFIC ENGINEERING SERVICES AGREEMENT
This ASSIGNMENT OF AGREEMENT is made and is made as of this a3cA day of
2020, by and between the CITY OF ORANGE, a municipal corporation ("City"),
andT GROVER & ASSOCIATES, INC., a California corporation ("Assignor"), and AGA
ENGINEERS, INC., a California corporation ("Assignee") with reference to the following recitals
of fact:
RECITALS
A. City and Assignor entered into an Consultant Services Agreement, Agreement No.
3384.3, dated January 16, 2020 ("Agreement"); and
B. City and Assignor entered into a First Amendment to Professional Services
Agreement, Agreement No. 3384.3.1, dated April 20, 2020 ("First Amendment"); and
C. Assignor has informed City that it wishes to assign all obligations and benefits
under the terms and conditions of the Agreement and First Amendment; and
D. Assignee has informed City that it wishes to assume all obligations and benefits
under the terms and conditions of the Agreement and First Amendment; and
E. Assignor now requests City formally assign the Agreement and First Amendment
to Assignee.
NOW, THEREFORE, City, Assignor and Assignee acknowledge and agree as follows:
Assignee is hereby assigned all rights, duties, benefits and obligations of the Agreement
and First Amendment attached as Exhibit "A" and incorporated herein, for the remainder
of the term of the Agreement and shall be party to the Agreement.
2. Assignor is hereby releasedfrom all rights, duties, benefits and obligations of the Agreement.
Notices.
Section 24 of the Agreement regarding notices shall be amended as follows: Notice
to Consultant: AGA ENGINEERS, INC. 211
Imperial Hwy., Ste. 208 Fullerton,
CA 92835 Attn:
Chalap K. Sadam, President Telephone:
714-992-45 92 Email:
AGA@agaengineersinc.com
IN WITNESS of this Assignment of Agreement, the parties enter into this Assignment of
Agreement on the year and day first above written.
ASSIGNOR" "CITY"
ALBERT GROVER & ASSOCIATES, INC., CITY OF ORANGE, a municipal corporation
a
By
Print
Title
Title:— Wki 1
ASSIGNEE"
AGA ENGINEERS, INC., a California corporation
By.
Printed Name:
m .. n_ .
By: sn--
Printed Name: t kle.J
By: 0<
Rick OR
City Manager
APPROVED AS TO FORM
A &(4 -11 1 . "
Mary E. Biviing
Senior Assistant City Atto ey
NOTE: If. ASSIGNOR or ASSIGNEE is a corporation, the City requires the following
signature(s):.
I) the Chairman of the Board, the President or a Vice -President, AND (2) the Secretary,
the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant
Treasurer. If only one corporate officer exists or one corporate officer holds more than
one corporate office, pleaseso indicate. OR
The corporate officer named in a corporate resolution as authorized to enter into
this Agreement. A copy of Ilse corporate resolution, certified by the Secretary
close in.time to the execution of the Agreement, must be provided to the City.
EXHIBIT "A"
COPY OF ORIGINAL AGREEMENT
Beneath this sheet.]
UNANIMOUS WRITTEN CONSENT TO ACTION OF THE BOARD OF DIRECTORS
OF
AGA ENGINEERS, INC.,
a California corporation
APPOINTMENT AND CONFIRMATION OF OFFICERS
Pursuant to the provisions of Section 307 of the Corporations Code' of the State of
California, the undersigned, constituting the Board of Directors of AGA Engineers,. Inc., a
i
California corporation, (the `-`Corporation") does hereby dispense with the formality of a meeting
of Directors and hereby adopt the following resolutions, effective June 1, 2020:
WHEREAS, Chalap K. Sadam ("Sadam") is the sole Director on the Board of Directors;
WHEREAS, Sadam wishes to appoint and confirm officers of the Corporation;
NOW, THEREFORE, BE IT RESOLVED, that the following officers are appointed and
confurned to be Officers of the Corporation, as follows:
Chalap K. Sadam as President, Treasurer and Secretary, effective immediately;
Mark Miller as: Executive Vice -President, effective July 1, 2020;
Greg Wong as Vice -President, effective July 1, 2020.
NOW, THEREFORE, BE IT FURTHER RESOLVED, that the above officers shall serve as
Officers until they resign, are no longer employed by the Corporation, until the next meeting
of Directors, the next Consent of Directors or until their successor is/are elected.
NOW, THEREFORE, BE IT FURTHER RESOLVED, that officers Sadam, Miller and
Wong are authorized to executed contracts with clients on behalf of Corporation.
This Consent shall be filed with the Secretary of the corporation, who hereby instructed
to insert it in the Minute Book of the Corporation.
Dated: SuQ._ . L , 2020 DIRECTOR:
Chalap K. Sadam