HomeMy WebLinkAboutRadick, Joseph J.; 2019-04-25;,. . .
ASSIGNMENT AND ASSUMPTION AGREEMENT
FOR
TOWING CONTRACT SERVICES WITH LA COSTA TOWING
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") is
made and entered into this 25th day of April 2019, by and between the CITY OF CARLSBAD, a
political subdivision of the State of California ("City"), La Costa Towing, Inc., ("Assignor'') and
Joseph J. Radick, ("Assignee"), and is made with reference to the following facts:
RECITALS
A. On December 20, 2018, the City and Assignor entered into that certain
Professional Services Agreement concerning Agreement for Towing Contract Services La Costa
Towing, (the "Agreement").
B. Paragraph 24 of the Agreement allows Assignor to assign rights and obligations
under the Agreement upon written approval of the City.
C. Assignor desires to assign its interest in the Agreement to Assignee. Further,
Assignee desires to accept assignment of Assignor's interest in the Agreement and City consents
to the assignment of the interest in the Agreement from Assignor to Assignee.
NOW THEREFORE, incorporating the above recitals and in consideration of the
covenants and obligations set forth herein, the parties hereto agree as follows:
1. Assignment. Assignor hereby assigns to Assignee all of Assignor's rights and
obligations as set forth in the Agreement.
2. Assumption. Assignee hereby assumes all of Assignor's rights and obligations as
set forth in the Agreement.
3. City Consent. City hereby agrees and consents to the assignment of all of
Assignor's rights and obligations as set forth in the Agreement to Assignee.
4. General Terms and Conditions. The following general terms and conditions shall
apply to this Assignment Agreement.
4.1 Hold Harmless. In addition to the hold harmless provisions contained within the
Agreement, and except as to the sole negligence, or willful misconduct of City, Assignee shall
defend, indemnify and hold the City, its officers and employees, harmless from any and all loss,
damage, claim for damage, liability, expense or cost, including attorney's fees, which arises out
of or is in any way connected with this Assignment Agreement, notwithstanding that City may
have benefitted from this Assignment Agreement. The hold harmless provision shall apply to any
acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part
of Assignee.
The parties expressly agree that this section shall survive the expiration or early
termination of this Agreement.
City Attorney Approved 07/11/16
' .
4.2. Counterparts. This Assignment Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which, together, shall constitute one and the same
instrument.
4.3. Successors and Assigns. It is mutually understood and agreed that this
Assignment Agreement shall be binding upon City, Assignor and Assignee and their respective
successors. Neither this Assignment Agreement or any part hereof nor any monies due or to
become due hereunder may be assigned by Assignee without the prior consent of City.
4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted
under, and construed and enforced in accordance with, the laws of the State of California.
4.5. Venue. Any action at law or in equity brought by either of the parties hereto for the
purpose of enforcing a right or rights provided for by this Assignment Agreement shalt be tried in
a court of competent jurisdiction in the County of San Diego, State of California, and the parties
hereby waive all provisions of law providing for a change of venue in such proceedings to any
other county.
4.6. Notices. Service of any notices, bills, invoices or other documents required or
permitted under this Assignment Agreement shall be sufficient if sent by one party to the other by
United States mail, postage prepaid and addressed as follows:
City:
Assignor:
Assignee:
City Manager
City of Carlsbad
1635 Faraday Avenue
Carlsbad, CA 92008
Milano Atanasovski
La Costa Towing, Inc.
3155 Tyler Street
Carlsbad, CA 92008
Joseph J. Radick
180 Village Run East
Encinitas, CA 92024
4.7. Nondiscrimination. During the term of this Assignment Agreement, the parties
shall comply with the state and federal laws regarding non-discrimination.
4.8 Authority. The parties executing this Assignment Agreement on behalf of City,
Assignor and Assignee each represent and warrant that they have the legal power, right and
actual authority to bind the City, Assignor and Assignee, respectively, to the terms and conditions
hereof.
4.9 Severability. Each provision, term, condition, covenant, and/or restriction, in whole
and in part, in this Assignment Agreement shall be considered severable. In the event any
provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment
Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part
2 City Attorney Approved 07/11/16
Assignment Agreement is declared invalid, unconstitutional, or void for any reason, such
provision or part thereof shall .be severed from this Assignment Agreement and shall not affect
any other provision, term, condition, covenant, and/or restriction, of this Assignment Agreement
and the remainder of this Assignment Agreement shall continue in full force and effect.
4.10
ASSIGNOR:
[FULL NAME
*By:
**By:
(sig re)
CITY OF CARLSBAD, a municipal
corporation of the te of California
By:
[INSERT ITLE OF PERSON
AUTHORIZED TO SIGN (City
Manager or Mayor or Division
Director as authorized by the
City Manager)]
Prt1.Slclenf-
LAt.vos /,-t To .. u, ~ , /NC•
m; la nD A:tltrJ As-,)\/ 5 K...; 1 Jee re tll "''-1 Q
(print namellme) L,o c,,n q T•"'-'"~5; I IJc:. ~~ / /l _)
ASSIGNEE: ~ .• A~ /Y'::::
[FULL NAME OF ASSIGNEE] BARBARA ENGLESON 1
~~ /J_ ,,;1 J1 ·L CityClerk
*By: ~JI-/'~ V (%in here)
..JCJ5eoh CT. I/Gd1 Ck
'(print name/title)
**By:
(sign here)
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
Corporation, Agreement must be signed by one corporate officer from each of the following two groups:
*Group A.
Chairman, President, or
Vice-President
**Group B.
Secretary, Assistant Secretary, CFO or
Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
3 City Attorney Approved 07/11/16
CELIA A. BR~~ Attorney
By: 111,{X l
Assistant City Attorney
4 City Attorney Approved 07111 /16