HomeMy WebLinkAboutContract 1375-3 ASSIGNMENT, ASSUMPTION, AND CONSENT AGREEMENT
(The Dance Program License Agreement)
This Assignment, Assumption and Consent Agreement ("Agreement") is entered
into and effective as of September 14, 2016, by KIMERA LEWIS, a sole proprietor
("Assignor"), THE DANCE PROGRAM, LLC, ("Assignee"), and CATHEDRAL CITY, a
California general law city and municipal corporation ("City"). Assignor, Assignee and
City are sometimes referred to individually as a "Party" or collectively referred to as the
"Parties."
RECITALS
A. Assignor and City entered into a License Agreement for Assignor's use of
certain real property owned by City on August 10, 2011 ("Agreement"). At that time,
Assignor was the operator of The Dance Program. The real property that is the subject
of the Agreement is located at 68-07 and 68-727 East Palm Canyon Drive ("Premises")
and is more particularly described in the Agreement.
B. Assignor and City subsequently executed a First Amendment to License
Agreement on April 13, 2016 ("First Amendment"), to accommodate City's desire to
use the Premises for other purposes and to provide Assignor with assistance in
relocating operations to a new location.
C. Under Section 22 of the Agreement as stated in the First Amendment, City
agreed to pay an initial amount of five thousand dollars ($5,000.00) to Assignor upon
execution of the First Amendment to assist in relocation of the operations of the Dance
Program, which sum has already been paid to Assignor.
D. Section 22 of the Agreement as stated in the First Amendment further
provides for additional relocation assistance to be paid by the City to Assignor in the
amount of nineteen thousand two hundred dollars ($19,200.00) via periodic payments of
six thousand four hundred ($6,400.00) each on or after October 1, 2016, January 1,
2017, and April 1, 2017, respectively. These payments are contingent on Assignor
being open for business at a facility within Cathedral City. These payments have not
yet been made.
E. Assignor now desires to sell the Dance Program and to assign all of its
interests, rights, title, obligations, duties and responsibilities, terms, conditions, and
covenants in, to and under the Agreement and First Amendment ("Rights and
Obligations") to Assignee, and Assignee desires to purchase the Dance Program from
Assignor and assume the Rights and Obligations for the purpose of undertaking the
Dance P. Assignor and Assignee have or will enter an agreement amongst themselves
for such purchase and sale.
F. Section 20 of the Agreement requires Assignor to obtain the express
written consent of City prior to assigning any of her Rights and Obligations in the
Agreement to another Party. This Agreement is intended by the Parties to satisfy all of
the requirements of Section 20, for the assignment and assumption of the Rights and
Obligations between Assignor and Assignee and the consent of City.
RN#4833-3453-2152 v 11
G. Assignee represents to City that they have fully and independently
reviewed the terms and conditions of the Agreement and the First Amendment,
including, without limitation, all of the Rights and Obligations contained therein, and
based thereon Assignee's desire to assume the Rights and Obligations in, to and under
the Agreement.
OPERATIVE PROVISIONS
NOW, THEREFORE, in exchange for the mutual covenants set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:
1. Consent. City does hereby consent to the assignment by Assignor and
the assumption by Assignee of the Rights and Obligations in, to and under the
Agreement and First Amendment pursuant to Section 20 of the Agreement.
2. Assignment and Assumption. Assignor, as assignor, hereby transfers,
assigns and conveys all of its Rights and Obligations in, to and under the Agreement to
Assignee. Assignee hereby accepts the foregoing assignment, assume all such Rights
and Obligations, and agree to perform and discharge all such obligations of Assignor
under the Agreement, including, without limitation, the unexecuted terms, conditions,
and covenants of the Agreement, together with all performance and development
requirements and deadlines. To the extent that conditions exist which constitute a
failure to perform or a default by Assignor under the Agreement, such failures to
perform and/or defaults, if any, are not hereby excused or waived and Assignee
assumes and shall be responsible for cure of same, as provided under the Agreement.
3. General Provisions
3.1 Recitals. Each of the Recitals set forth above is incorporated in this
Agreement as though set forth in full herein and the Parties acknowledge and agree to
the truth and accuracy thereof.
3.2 Governing Law; Venue. This Agreement shall be interpreted and
enforced in accordance with the laws of the State of California without regard to
principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be
filed and litigated exclusively in the Superior Court of Riverside, California or in the
Federal District Court for the Central District of California.
3.3 Entire Agreement/Amendment. This Agreement constitutes the
entire agreement between the Parties with respect to the subject matter hereof, and
supersedes all prior written and oral agreements with respect to the matters covered by
this Agreement. This Agreement may not be amended except by an instrument in
writing signed by each of the Parties.
3.4 Further Assurances. Each Party shall execute and deliver such
other certificates, agreements and documents and take such other actions as may be
reasonably required to consummate or implement the transactions contemplated by this
Agreement.
3.5 Captions; Interpretation. The section headings used herein are
solely for convenience and shall not be used to interpret this Agreement.
RIV#4833-3453-2152 vl
3.6 Severability. If any term, provision, condition or covenant of this
Agreement, or its application to any Party or circumstance, shall be held by a court of
competent jurisdiction, to any extent, to be invalid or unenforceable, the remainder of
this Agreement, or the application of the term, provision, condition or covenant to
persons or circumstances other than those as to whom or which it is held invalid or
unenforceable, shall not be affected, and shall be valid and enforceable to the fullest
extent permitted by law, unless the rights and obligations of the Parties have been
materially altered or abridged thereby.
3.7 Counterparts. This Agreement may be executed in counterparts,
each of which shall, irrespective of the date of its execution and delivery, be deemed an
original, and the counterparts together shall constitute one and the same instrument.
IN WITNESS WHEREOF, City, Assignor, and Assignees have executed this
Agreement as of the date first set forth above.
CITY:
THE CITY OF CATHEDRAL CITY
B
Charles P. McClendon, City Manager
ATTEST:
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Mary F. Howell, Ci lerk
APPROVED AS TO FORM
Eric S. Vail, City Attorney
ASSIGNOR:
KIMERA LEWIS
J
Kim-ra Lewis
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.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF )
Ong'Or niy'v tZ 1 ZU\ , before me, 111�-4,0(� t2. -jL 11 v) '? ,Nt)tz t1,) P(J 7l10_ ,
Date Name And Title Of Offi, r(e.g.'Jane Doe,Notary Public')
personally appeared Biro 621 l la.L,UI 5
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to
be the person(sj whose name() is/arse subscribed to the
within instrument and acknowledged to me that h /she/tb'ey
executed the same in hi4her/thEtir authorized capacity(ip),
and that by tIs/her/ttyeir signature(z on the instrument the
person(; or the entity upon behalf of which the persons'
acted, executed the instrument.
TRACEY R.MARTINEZ
Commission 1r 2104551 I certify under PENALTY OF PERJURY under the laws of
Z • •t��;.;� Notary NI*-MOMS
River:f0�CouiMy the State of California that the foregoing paragraph is true
My Comm. Expires 21,2019 and correct.
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WITNESS my hand and official seal.
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Signature of Public
OPTIONAL
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reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name: Kt VY)c ArrA L e L()15
Individual
Corporate Officer
AffA Can C K- A 5i Artr'1 ci A-S`-sU 14 Lfl, (4 ft1 ,C..i(A3e(1
Title(s) Title o Type of Document p‘,�,v,eGV)'l�e r►`-
❑ Partners) ❑ Limited 'J
❑ General L�
❑ Attorney-In-Fact Number Of Pages
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other: U&I I2 2U146;
Signer is representing: ate Of Document
Name Of Person(s)Or Entity(ies)
A Vet ti 3 VYl��1�5
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ASSIGNEES:
LISA GRAF
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Lisa Graf
CRYSTINA JUSTICE
Crystin ustice
NOTE: ASSIGNOR'S AND ASSIGNEES' SIGNATURES SHALL BE DULY
NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF
INCORPORATION, OR OTHER RULES OR REGULATIONS
APPLICABLE TO THOSE PARTIES' RESPECTIVE BUSINESS TYPES
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.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF )
On Srp-ir rbei/ IZ ,2.b1,lD , before me,TCil C eLy 12 HLZt PLA 19 (,.
Date Name And Title Of Officer(e.g.'J ne Doe,Notary Public')
personally appeared (1_ry 511 v Ct 5u
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to
be the person(0 whose name() is/wig subscribed to the
within instrument and acknowledged to me that lye/she/tVVey
executed the same in hi /her/thpir authorized capacity(04,
and that by 1)1s/her/their signature(s) on the instrument the
person(0, or the entity upon behalf of which the person(s'f
TRACEY R.MARTINEZ
Commission•2104537 acted, executed the instrument.
Notary Public-Commis
Z 4; Riverside Cow,
I certify under PENALTY OF PERJURY under the laws of
2�`` " Comm.E 2019 the State of California that the foregoing paragraph is true
�--"'— "' � and correct.
WITNESS my hand and official seal.
k,c2t ' r m-ciu
Signature of Not Public
OPTIONAL
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reattachment of this form to an unintended document.
CAPACIT(IES)CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name: CV 5-1-)vi 6-) \TL rhC f_
❑ Individual
❑ Corporate Officer
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Titles) Ti le or Type of I• ument Q�VL, ay,vrt-
❑ Partner(s) ❑ Limited A J J
❑ General L�
❑ Attorney-In-Fact Number Of Pages
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other: pq 1 9-i 2-61 iD
Signer is representing: Date Of Document
Name Of Person(s)Or Entity(ies)
L�IV1Ce, 4 r_ti w7 , 3 . C
Signer(s)Other Than Named Above
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.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF )
On,7 em\'✓ 121 2O1(4', before me, TcAceLi R. v4.,101190) NUS nth 1►e
Date Name And Title Of O (e.g.'Jane Doe,Notary Public')
personally appeared LS(n \• Cif
Name of Signer(s)
who proved to me on the basis f satisfactory evidence to
be the person(p whose name() is/arc/ subscribed to the
within instrument and acknowledged to me that h6/she/tliey
executed the same in Its/her/their authorized capacity(i ),
and that by hOher/thiiir signature(s) on the instrument the
TRACE va t person(V), or the entity upon behalf of which the person()
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acted, executed the instrument.
_� .'71, Notary PPublk•Won*
2 • � Riversido Cooly I certify under PENALTY OF PERJURY under the laws of
' comet.E zt zo19 the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
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Signature o •tary Public
OPTIONAL
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reattachment of this form to an unintended document.
CAPACIT(IES)CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name: USCG ,J . (Ct
❑ Individual
❑ Corporate Officer A/�/
I 1651gC 7 J�I I me at k5u m b() (Ana �i:�l V^�
Title(s) Title or Type of Document . y,c,e roe rd-
Partner(s) ❑ Limited
❑ General
❑ Attorney-In-Fact Number Of Pages
❑ Trustee(s)
❑ Guardian/Conservator n/'
❑ Other: V� .1'2.2014)
Signer is representing: Date Of Document
Name Of Person(s)Or Entity(ies)
"The . ,,o)re 'r'ucy,t ,U c . C yf?fivYA tAs-hcc,
Signer(s)Other Than Named Above