HomeMy WebLinkAbout24 - Stock Transfer by EIP AssociatesCITY OF NEWPORT BEACH
CITY COUNCIL STAFF REPORT
Agenda Item No. 24
June 13, 2006
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: City Manager's Office
Sharon Wood, Assistant City Manager
949 - 644 -3222, swood @city.newport- beach.ca.us
SUBJECT: Approval of Stock Transfer by EIP Associates, Inc.
RECOMMENDATION:
Approve transfer of 100% of EIP Associates, Inc. stock to PBS &J, pursuant to
Paragraph 14 of Professional Services Agreement dated June 10, 2003.
DISCUSSION:
The City entered into a Professional Services Agreement with EIP Associates, Inc. to
prepare an updated General Plan on June 10, 2003. Paragraph 14 of that agreement,
excerpted below, prohibits transfers of the Consultant's voting power or assets without
written consent of the City.
14. PROHIBITION AGAINST TRANSFERS
Except as specifically authorized under this agreement, Consultant
shall not assign, sublease, hypothecate or transfer this Agreement or any
of the services to be performed under this Agreement, directly or
indirectly, by operation of law or otherwise without prior written consent of
City. Any attempt to do so without consent of City shall be null and void.
The sale, assignment, transfer or other disposition of any of the issued
and outstanding capital stock of Consultant, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if
Consultant is a partnership or joint- venture or syndicate or co- tenancy,
which shall result in changing the control of Consultant, shall be construed
as an assignment of this Agreement. Control means fifty percent (50 %) or
more of the voting power, or twenty -five percent (25 %) or more of the
assets of the corporation, partnership orjoint- venture.
Approval of Stock Transfer by EIP Associates, Inc.
June 13, 2006
Page 2
I have received the attached notice that 100% of the stock of EIP Associates, Inc. has
been acquired by PBS &J, an engineering and environmental sciences firm with offices
throughout the country. EIP Associates will operate as the California Sciences and
Planning division of PBS &J, and the EIP staff working on our General Plan will continue
on this project. Paragraph 7 of the Professional Services Agreement designates
Elwood C. Tescher as the Project Manager and provides that he shall not be removed
or reassigned without the prior consent of the City. Because we have been assured
that Mr. Tescher will continue as our Project Manager, PBS &J is in compliance with this
paragraph of the Agreement.
Staff has not seen any change in the amount or quality of work on the General Plan or
EIR since the acquisition by PBS &J, and recommends that the City Council approve the
stock transfer.
Submitted by:
Sharon Wood
Assistant City Manager
Attachments: Letter from EIP Associates
llp-
A S S,) I: [ A '1 ES
June 5, 2006
Sharon Wood
Assistant City Manager
City of Newport Beach
3300 Newport Boulevard
Newport Beach, California 92658
Subject: Contract for Newport Beach General Plan Update and Environmental Impact
Report
Dear Ms. Wood:
This letter is regarding Section 12: Prohibition Against Transfers portion of the contract
between EIP Associates and the City of Newport Beach for the General Plan Update and
associated Environmental Impact Report.
A requirement of our contract is that we obtain City approval if the ownership of EIP
Associates is changed (if more than 50% of shares sold). This is to notify you that the
ownership has changed (100% of stock has been acquired) and we are therefore
requesting said approval. We are pleased to let you know that as of May 1, 2006, EIP
Associates was acquired by PBS &J. PBS &J is a large (approx. 4,000 employees)
engineering and environmental sciences firm with offices thorough out the US.
EIP Associates will operate as the California Sciences and Planning division of PBS &J.
The EIP staff currently working on this project will continue to provide the services
needed on your General Plan Update and EIR. There have been no changes in the office
leadership and each of our offices will continue to propose on new projects and serve
existing clients at the level of quality you have come to expect from EIP. We are excited
about joining PBS &J and believe that our clients will benefit from the availability of new
services in addition to those traditionally provided by EIP Associates.
Principal Technical Pdofessional
EIP Associates, a division of PBS&J
A division of
PW
An employee -owned company