Loading...
HomeMy WebLinkAboutKaufman, Jennifer and Cafecito LLC; 2013-08-02;ASSIGNIMENT AND ASSUnflPTION AGREEMENT BETWEEN CITY OF CARLSBAD, CAFECITO, LLC, AND JENNIFER KAUFMAN FOR COFFEE CART SERVICES AT DOVE LIBRARY THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") is made and entered into thi8<&j7 day of AJUUJU^ 2013, by and between the CITY OF CARLSBAD, a municipal corporation ("City"), CWFECITO, LLC ("Assignor"), and JENNIFER KAUFMAN, as a sole proprietor, whose address is P.O. Box 611, Oceanside, CA 92049, ("Assignee"), and is made with reference to the following facts: RECITALS A. On October 4, 2011, the City and Assignor entered into that certain Licensing Agreement, as amended from time to time, regarding use and utilization of space at the City of Carlsbad Library on Dove Lane for a coffee cart business, (the "License Agreement"); and B. On or about July 13, 2013 Belinda Canez and Javier Canez, doing business as Cafecito, LLC sold its coffee cart business at the City of Carlsbad Library on Dove Lane to Jennifer Kaufman, a sole proprietor, contingent upon City approving the assignment of the License Agreement from Cafecito, LLC to Jennifer Kaufman; and C. Section 8.0 Assignment of Contract/Non-Possessory Interest, subsection 8.1 of the License Agreement allows Assignor to assign rights and obligations under the Agreement upon written approval of the City. D. Assignor desires to assign its interest in the License Agreement to Assignee. Further, Assignee desires to accept assignment of Assignor's interest in the License Agreement and City consents to the assignment of the interest in the License 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 License Agreement. 2. Assumption. Assignee hereby assumes all of Assignor's rights and obligations as set forth in the License Agreement. 3. Citv Consent. City hereby agrees and consents to the assignment of all of Assignor's rights and obligations as set forth in the License 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 License 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 attorneys' 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 the Assignment Agreement and License Agreement. 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 nor 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 Califomia, 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: City Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Assignor: CAFECITO, LLC 1114 West Street Oceanside, CA 92054 Telephone: 760-473-9029 Assignee: JENNIFER KAUFMAN P.O. Box 611 Oceanside, CA 92049 Telephone: 442-333-8692 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 Authoritv. The parties executing this Assignment Agreement on behalf of City, Assignor and Assignee each represent and wanrant 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 Severabilitv. 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 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. (Remainder of Page Intentionally Left Blank, Signatures Follow) 4.10 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written. ASSIGNOR: CAFECIT ASSIGNEE: JENNIFER KAUFMAN By: NfFERI-JENMTFER KAUFMAI a Sole Proprietorship SH CITY OF CARLSBAD. a municipal corporation ATTEST ^^^^^^^^ If required by City, proper notarial acknowledgment of execution by contractor must be aMH&a. If a Corporation. Agreement must be signed by one corporate officer from each of tiie 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. APPROVE CELIA A ORM: ity Attorney CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of S^u'^i- On Joity ^l3 before me, _ A Date Here Insert Name and Title of the CMfiAr Name(s) of Signerfe Date personally appeared ELISE CARTER f Commission # 1971799 I Notary Public • California 1 San Diego County g My Comm. Expires Mar 11,20161 wiio proved to me on thie basis of satisfactory evidence to be the personj(«) whose namej(^ Js/at^ subscribed to the witiiin instrument and acl<nowledged to me that t>fe/she/th^y executed the same in iyfe/her/their autiiorized capacity (ies), and that by h^/lTer/t|:>eir signaturej^) on the instrument the person(8^, or the entity upon behalf of which the personC^ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature OPTIONAL Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: [ Document Date: Jumber of Pages: Signer(s) Other Than Named Above: Capacity(ies) Ciaimed by Signer(s) Signer's Name: • Corporate Officer — Title(s): • Individual • Partner — • Limited • General • Attorney In Fact • Trustee • Guardian or Conservator • Other: Signer's Name: • Corporate Officer — Tltle(s): • Individual • Partner — • Limited • General • Attorney In Fact • Trustee • Guardian or Conservator n Other: Signer Is Representing; Signer Is Representing: © 2012 National Ngtary Association • NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California countyof S/3r^P»ecjfO } On before me Vilbf^^^l.^ l^»t«fH P"t"''^ ' Here insert Name and Title of the Officer peisonally appeared ^M.^ C^K^^T , g^Hn Wmi f^Cl^CnCZ ^ / Nam<(s)M Signer^ tAIALINAVILLAflREAL' Commission* 1962369 Notary Public. California San Dlejo County Cofnm.ExptfB«n»/.9 ftn.f.| Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the persor@ whose name@)jg/are subscribed to the within instrument and acknowledged to me that i^ei%he/tlieyexecuted the same in hw/lierrtheir authorized capacityi^Sj) and that by l:Hs/her/their signatui^ on the instrument the perso«©i or the entity upon^ehalf of which the person^ acted, executed the Instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Q^^^^.'^'^V OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Descriptaon of Attached Document ^ ' Title or Type of nn..,^.nf A^s'^gnment acAs5umpt>on nt^mniafuo{CaUiM.Cam^^ Document Date: 1 \ lS 113 Number of Pages: -lo^r Se r ilic e i • Signer(s) Other Than Named Above: HO Oth^f Sl^P^"^ - Capacety(ies) Claimed by Signer(s) Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RICHTTHUIUIBPRINT OF SIGNER TopYf thumb/ere Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: 7^ RIGHTTHUMBPHIMT OF SiGNE-l here ©2007 National Notary Association' 9350 De Soto Ave., P.O.Box 2402 •Ciiatswortii, CA 91313-2402» www.NationalNotaryorg Item #5907 Reorder: Call Toil-Free 1-800-876-6827