HomeMy WebLinkAboutContracts & Agreements_26-2024ASSIGNMENT AND ASSUMPTION AGREEMENT OF NON-PROFESSIONAL SERVICES
AGREEMENT FOR EQUIPMENT AND SUPPLIES
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is
made this 6th day of February 2024 ("Effective Date") among City of Redlands, a municipal
corporation ("City"), Southern California Fleet Services Inc., a California corporation
("Assignor") and SVT Fleet, LLC, a California limited liability company, a wholly owned
subsidiary of Velocity Vehicle Group ("Assignee").
WITNESETH:
WHEREAS, the City and Assignor entered into that certain Agreement to Perform Non -
Professional Services for Equipment and Supplies dated June 1, 2021, as amended and extended
(the "Agreement") and
WHEREAS, Assignor and Assignee entered into an agreement dated December 29, 2023
for Assignee to acquire all or substantially all of the assets of Assignor; and
WHEREAS, Section 8.2 of the Agreement describes the process for assignment of the
rights, duties, and obligations under the Agreement (a "transfer"), and specifies that such transfer
requires the prior written consent of the City; and
WHEREAS, the Assignee requested City to consent to the transfer of the Agreement; and
WHEREAS, Assignee has demonstrated to the City's satisfaction that Assignee has the
operational and financial ability to perform the terms of this Agreement; and
WHEREAS, subject to City approval as provided in the Agreement, Assignor desires to
convey and assign to Assignee, and Assignee desires and agrees to accept and assume all of the
rights, duties, obligations, title and interest of Assignor with respect to the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
in this Agreement and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties, intending to be bound hereby, agree as follows:
1. ASSIGNMENT. Assignor does hereby irrevocably convey, transfer and assign to
Assignee, all of the rights, title, interest, duties and obligations of Assignor with respect to the
Agreement (the "Assigned Interest").
2. ASSUMPTION. Subject to the terms and conditions of this Assignment, Assignee
hereby irrevocably accepts and assumes the Assigned Interest and from the Effective Date agrees
to perform and be bound by all the terms, conditions and covenants of, and assumes the duties and
obligations of Assignor with respect to, the Assigned Interest.
3. CITY APPROVAL OF ASSIGNMENT. Subject to the terms and conditions of
this Assignment, the City hereby approves and consents to the assignment and assumption of the
Agreement to Assignee.
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4. REMEDIES OF ASSIGNOR. Assignor shall have the right to enforce the
provisions of this Assignment and Assignee's obligations by any appropriate legal or equitable
actions and remedies in the event of any delay, failure to perform or breach by Assignee under the
provisions of this Assignment assumed by Assignee.
5. REMEDIES OF CITY. City shall have the right under the Agreement to enforce
the provisions of this Assignment and the assumed obligations by any appropriate legal or equitable
actions and remedies in the event of any delay, failure to perform or breach by Assignee under the
provisions of this Assignment assumed by Assignee.
6. FURTHER ASSURANCES. Assignor and Assignee shall execute and deliver all
such other and further documents and perform all such further acts that may be necessary to
effectuate the terms and provisions of this Assignment.
7. SUCCESSORS AND ASSIGNS. This Assignment shall be binding on all
successors and permitted assigns of the Parties and inure to the benefit of the respective successors
and permitted assigns of the Parties.
8. NOTICES. Notices under this Assignment shall be sent in the manner as follows:
To Assignor:
With a copy to:
To Assignee:
Southern California Fleet Services, Inc.
Attn: Tom Franchina, President
2855 Sampson Avenue
Corona, CA 92879
tfranchina@socalfieet.com
Phone (951) 272-8655
Best Best & Krieger LLP
Attn: William Wolff
18101 Von Karman Avenue, Suite 1000
Irvine, CA 92612
William.wolff@bbklaw.com
Phone (951) 826-8341
SVT Fleet, LLC
Attn: Mitch Beckett, Director, Government Sales
15724 Valley Blvd
Fontana, CA 92335
mbeckett@svtfieet.com
To City: City Clerk
City of Redlands
35 Cajon Street
P.O. ox 3005 (mailing)
Redlands, CA 92373
j donaldson(a� c ityo Redlands. org
Phone: (909) 798-7531
Fax: (909) 798-7535
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9. HEADINGS. Section headings in this Assignment are for convenience only and
are not intended to be used in interpreting or constraining the terms, covenants or conditions of
this Assignment.
10. GOVERNING LAW. This Assignment shall be deemed made and prepared and
shall be governed, construed and interpreted in accordance with the laws of the State of California,
without reference to conflicts of laws rules.
11. NO AMENDMENT TO ASSIGNED AGREEMENT. Nothing contained herein
shall change, alter or otherwise amend the terms of the Agreement, which shall remain in full force
and effect, subject to the assignment, assumption and amendment of the Agreement as set forth
herein.
12. SEVERABILITY. If any term or provision of this Assignment shall be held invalid
or unenforceable, the remainder of this Assignment shall not be affected.
13. COUNTERPARTS. The Parties may execute this Assignment in one or more
counterparts, which shall, in the aggregate, be signed by all the Parties; each counterpart shall be
deemed an original instrument as against any Party who has signed it. Signatures delivered by
facsimile or portable document format (pdf) shall be deemed to be original signatures.
[Signature Page Follows]
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IN WITNESS WHEREOF, this Assignment has been duly executed and delivered
by a duly authorized representative of each of the Parties as of the date first above written.
SOUTHERN CALIFORNIA FLEET
SERVICES, a California Corporation
"ASSIGNOR"
By: ? t P-4,a- 2e./14;•ka,
Name: Tom Franchina
Title: President
SVT FLEET, LLC
a California limited liability company,
"ASSIGNEE"
By:
Name: Bradley C. Fauvre
Title: President
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE FOREGOING
ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENTS TO THE
ASSIGNMENT CONTEMPLATED HEREUNDER:
CITY OF REDLANDS
By:
Eddie Tejeda
Mayor
ATTEST:
Jeanne Donaldson, City Clerk
AFDOCS:199421394.3
DocuSign Envelope ID: 469CB953-5B68-45B8-B546-019AC8OA7CE4
IN WITNESS WHEREOF, this Assignment has been duly executed and delivered
by a duly authorized representative of each of the Parties as of the date first above written.
SOUTHERN CALIFORNIA FLEET
SERVICES, a California Corporation
"AS SIGNOR"
By:
Name: Tom Franchina
Title: President
SVT FLEET, LLC
a California limited liability company,
"ASSIGNEE"
By:
Name: Bradley C. Fauvre
Title: President
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE FOREGOING
ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENTS TO THE
ASSIGNMENT CONTEMPLATED HEREUNDER:
AFDOCS:199421394.3
CITY OF REDLANDS
By:
Eddie Tejeda
Mayor
ATTEST:
Jeanne Donaldson, City Clerk
IN WITNESS WHEREOF, this Assignment has been duly executed and delivered
by a duly authorized representative of each of the Parties as of the date first above written.
SOUTHERN CALIFORNIA FLEET
SERVICES, a California Corporation
"ASSIGNOR"
By:
Name: Tom Franchina
Title: President
SVT FLEET, LLC
a California limited liability company,
"ASSIGNEE"
By:
Name: Bradley C. Fauvre
Title: President
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE FOREGOING
ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENTS TO THE
ASSIGNMENT CONTEMPLATED HEREUNDER:
CITY OF REDLANQS
By:
ddie Tejeda
Mayor
ATTEST
:
g2-%-et,e45k.)
e Donaldson, City Clerk