Loading...
HomeMy WebLinkAboutVesule Group LLC; 2019-03-15;ASSIGNMENT AND ASSUMPTION AGREEMENT FOR VENDING LOCATION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") is made and entered into this 93 day of Jigle 20Q 1, by and between the CITY OF CARLSBAD, a political subdivision of the State of California ("City"), Vesule Group, ("Assignor") and Elle Vending, ("Assignee"), and is made with reference to the following facts: RECITALS A.On March 15, 2019, the City and Assignor entered into that certain Professional Services Agreement concerning Vending Location Agreement, (the "Agreement"). B.Paragraph 14 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 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 this Agreement. 1 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: City Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Assignor: Vesule Group 3670 Sutter Court Oceanside, CA 92056 Assignee: Elle Vending 18903 Santa Catherine Street Fountain Valley, CA 92708 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 2 City Attorney Approved 07/11/16 ASSIGNOR: Vesule Group *By: (sign here) President - Monty Everett CITY OF CARLSBAD, a municipal corpor fon o State of C lifo nia By: & Recreation Director 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 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written. **By: (print name/title) (sign here) ASSIGNEE: Elle Vending (print name/title) I Heck( Crifyie21 BARBARA ENGLESON / City Clerk Deptki) *By: (an here) (-1/1, 141q1.1;7-Ai Clet.e **By: (print name/title) (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. **Group B. Chairman, President, or Secretary, Assistant Secretary, CFO or Vice-President 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: CELIA A. REWER, City Attorney Derid City Attorney 3 City Attorney Approved 07/11/16 By: OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: 0 Corporate Officer — Title(s): O Partner — 0 Limited 0 General O Individual 0 Attorney in Fact O Trustee 0 Guardian or Conservator O Other: Signer is Representing: Signer's Name: 0 Corporate Officer — Title(s): O Partner — 0 Limited 0 General O Individual 0 Attorney in Fact O Trustee 0 Guardian or Conservator O Other: Signer is Representing: CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 _-1.wategma A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of actpiy, IC),C),e1\ tAJCA(7 (Ida( /it before me, • Here Insert Name and Title of the Officer \ /an7q,s-p of Signer(s1' On S Date personally appeared who proved to me on the basis of satisfactory evidence to be the person M whose name are subscribed to the within instrument and acknowledged to me that he/ IDhey executed the same in his/ heir authorized capacity(i2s), and that by hiself their signature() on the instrument the person), or the entity upon behalf 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 DANIEL NGUYEN Notary Public - California z Orange County Commission tr 2214496 My Comm. Expires Sep 16, 2021 Place Notary Seal and/or Stamp Above Signat re of Notary Public ©2019 National Notary Association