Resolution No. 85211
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RESOLUTION NO. 8521
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN ASSIGNMENT AND ASSUMPTION OF EQUIPMENT PURCHASE
CONTRACT BY AND BETWEEN THE CITY OF VERNON, NELS E.
SWANSON, DBA SWANSON ENGINEERING & MANUFACTURING
COMPANY AND BURKE ENVIRONMENTAL, INC.
WHEREAS, on February 18, 2004, the City Council of the City
of Vernon adopted Resolution No. 8382 approving an Equipment Purchase
Contract (the "Contract") with Nels E. Swanson, dba Swanson Engineering
& Manufacturing Company ("Swanson") for the purchase of Station A
Control Console for the Malburg Generating Station; and
WHEREAS, on June 9, 2004, Burke Environmental, Inc. ("Burke")
advised the City that it was in the process of purchasing the assets
of Swanson through the Internal Revenue Service; and
WHEREAS, on July 20, 2004, Burke submitted a copy of a
certificate from the State of California Franchise Tax Board indicating'
that Burke was a corporation in good standing with the State of
California, a copy of which is attached hereto as Exhibit A and
incorporated by reference; and
WHEREAS, Burke desires to perform the operational function of
Swanson and assume all obligations of Swanson under the Contract; and
WHEREAS, Swanson has agreed to assign all of its rights,
title, interest and obligations under the Contract to Burke; and
WHEREAS, Section 15.D of the Contract requires the written
consent of the City of Vernon to such an assignment; and
WHEREAS, on July 27, 2004, the Finance Committee considered
the recommendation of Bruce V. Malkenhorst, Director of Finance, dated
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July 22, 2004, to consent to the assignment of the Contract to Burke.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
consents to the assignment and approves the Assignment and Assumption
of Equipment Purchase Contract, a copy of which is attached hereto as
Exhibit B and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Agreement for,
and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
Agreement to:
Burke Environmental, Inc.
Attn. J. Michael Burke
6819 West Blvd.
Inglewood, CA 90302
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 18th day of August, 2004.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
r. F
LEONIS C. MA4URG, Mayor
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8521, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, August 18,
2004, and thereafter was duly signed by the Mayor of the City of
Vernon.
(SEAL)
BRUCE V. MALKENHORST, City - Clerk
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EXHIBIT
n,i
Jul eU U4 03:30p
07/20/2004 15:42 3232991200
STATE OF C&IFORMIA
FRANCHISE TAX BOARD
310137114137
PAGE 01
p.3
ENTITY STATUS
BURKE ENVIRONMENTAL. INC.
6819 WEST BLVD
INGLEWOOD CA 90302-1832
USA
Entity Name: BURKE ENVIRONMENTAL, INC.
Notice Date: 07119/04
Note: This fetter does not
reflect the entity's stain
with any other agen
Entity Number: 1812818000
® I. The above entity is in good standing with this agency.
❑ 2. The above entity is currently exempt from tax under Revenue and Taxation Code Section 23701.
❑ 3. Our records indicate the above entity is not incorporated, qualified, organized. or registered through the
Secretary of State to transact Business In California.
❑ 4. The above entity was incorporated or qualified on
❑ 5. The above corporation has an unpaid Ilabltity of $ for taxable yew(s) ended
❑ 6. Our records do not show that the above entity filed retums for account period(s) ending
❑ T. The above entity was effective
❑ 6 The above entitys current address on record with this agency is:
❑ 9. We do not have current information about the above entity.
Comments:
646
A3313TANCE
Telephone a =Lft ce Is avdMie year-round from 7 a.m. unig 6 pm. Monday through Friday. From January IMnugh June, asslstanoe is alto available
*GM 6 am. until 5 p.m. on Satutdeys- We may rnodO Chace houfs without nodoe to moot operational need*. _
From within the United States. WI ... _..... ................... ................ ..-...........(000) ES2-7711
From outside Cie United Stator*, tall (not loft*ee)........ ............................. 4916) 645-4S00
Wobsile at waw.nb.t a.aw
Attstatance for persons with dlsabiUUee: We oomply will► the Americana with DIsaW66es AM Persons Wth hroaenp or speech Irmatrrnonte Plea=
call TTrfToo (son) 822-43268.
FTa 4253 A SC ARCS (REV 06-2003)
V�aiZDi�u .� t..�il.l:
.
EXHIBIT
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ASSIGNMENT AND ASSUMPTION OF EQUIPMENT PURCHASE CONTRACT
THIS ASSIGNMENT AND ASSUMPTION is made, entered into and
executed in triplicate originals, either copy of which may be
considered and used as the original hereof for all purposes, as of this
18th day of August, 2004, in the City of Vernon, County of Los Angeles,
lCalifornia
BY AND AMONG THE CITY OF VERNON, a municipal
corporation (hereinafter referred to
as "City")
4305 Santa Fe Avenue
Vernon, CA 90058-0805
AND NELS E. SWANSON, dba SWANSON
ENGINEERING & MANUFACTURING COMPANY
(hereinafter referred to as
"Swanson")
1133 Redondo Boulevard
Inglewood, CA 90302
AND BURKE ENVIRONMENTAL, INC.
(hereinafter referred to as the
"Burke")
6819 West Boulevard
Inglewood, CA 90302
T1 T/"�TTTT P.
WHEREAS, City and Nels E. Swanson, dba Swanson Engineering &
Manufacturing Company ("Swanson") entered into a certain Equipment
Purchase Contract (the "Contract") dated February 18, 2004, to purchase
twenty-two (22) monitor support systems, two (2) equipment support
systems, four (4) three stage 45 degree transition units, two (2)
single stage 48" units with optional features, two (2) three stage 30"
units each with optional features, two (2) three stage 72" units with
optional features, one (1) two stage 60" unit with optional features,
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two (2) two stage 72" units with optional features three (3) 72" tall
printer cabinets with optional features and two (2) end cover panels
(hereinafter collectively referred to as the "Station A Control
Console"); and
WHEREAS, under Section 15.D of the Contract, the parties may
assign the Contract with the prior written consent of the other party;
and
WHEREAS, on June 9, 2004, Burke advised City that it was in
the process of purchasing the assets of Swanson through the Internal
Revenue Service, and would be performing the operational function of
Swanson and wished to assume all obligations of Swanson under the
Contract; and +
WHEREAS, Burke has represented that it is a corporation in
good standing with the State of California; and
WHEREAS, Swanson desires to assign to Burke all of its
rights, title, interest and obligations in, to and under the Contract;
and
WHEREAS, City wishes to accept such an assignment and consent
to Burke's assumption of the Contract.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
1. Swanson hereby assigns, sets over and transfers to Burke
all of its right, title and interest in, to and under the Contract and
Swanson's rights to any benefits thereunder. It is understood and
acknowledged that upon the effective date of this assignment and
assumption, Swanson shall be released from all of its obligations and
liabilities under the Contract.
2. Burke hereby accepts the within assignment and agrees to
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assume, perform, comply with and to be bound by all of the terms,
covenants, agreements, provisions and conditions of the Contract to be
11performed as of the date hereof.
3. Burke hereby assumes all duties, obligations,
liabilities and responsibilities, and shall be entitled to all rights
and benefits of Swanson arising under the Contract, as if Burke were
the original party to the Contract.
4. This assignment and the obligations of Swanson shall be
binding upon Burke and shall inure to the benefit of the parties and
their successors, heirs and assigns and may not be modified or amended
in any manner other than by a written agreement signed by all the
parties herewith. Swanson and Burke agree to execute any and all
assignments, documents and other instruments as may be deemed
reasonably necessary to further evidence or consummate this assignment.
5. The benefits assigned hereunder are free and clear of
any lien, encumbrance, adverse claim or interest by any third party.
6. Burke represents that it is a corporation in good
standing under California law and is qualified to transact business in
California and the person signing this assignment on behalf of Burke
has the full power and authority to bind Burke to this assignment and
lassumption.
7. City hereby consents to the assignment, transfer and
conveyance by Swanson of its interests, rights and obligations under
the Contract to Burke and the assumption by Burke of Swanson's rights
land obligations thereunder.
8. In all other respects, the terms and conditions of the
Contract shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
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WE
Assignment or caused this Assignment to be executed by their respective
officers, duly authorized, as of this date, month and year first above
written.
NELS E. SWANSON dba`SWANSON
ENGINEERING & MANUFACTURING
COMPANY
By:
NE SWANSON
BURKE ENVIRONMENTAL, INC.
By: L
t l e
By:
Title: 1:02�Po(LPl`i'� SEcRE
I.HEREBY CONSENT TO THE ASSIGNMENT OF THE FEBRUARY 18,_2004 EQUIPMENT
PURCHASE CONTRACT TO BURKE ENVIRONMENTAL, INC. BY-;NELS E. SWANSON dba
SWANSON ENGINEERING`& MANUFACTURING COMPANY
CITY OF VERNON
ATTEST:
By: r� d
BRUCE V.,MALKENHORST, City Clerk
APPROVED AS TO FORM
By:
ERIC T. FRESC City Attorney
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(LLEONIS C. MAL URG, gayor
SUPPORTING
DOCUMENTS
H'CiTY_ OF VERNON--DIESEL PLANT
1 •
P02715 E. 50TH STREET
T * VFRNON , CA 9Q05Q
ATM: