HomeMy WebLinkAboutContract 37495-CA1N scNSECRETARY3�1 -
CONSENT TO ASSIGNMENT OF
CITY SECRETARY CONTRACT NO. 37495,
(VENDING SERVICE AGREEMENT)
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
37495 ("Consent") is made and entered into by and between the CITY OF FORT WORTH,
TEXAS (the "City"), a home rule municipal corporation organized under the laws of the State
of Texas; BACON WHITNEY, LLC, ("Assignor" or "Operator"), (a Delaware limited
liability company), and INTELLIVEND, LLC ("Assignee"), (a Delaware limited liability
company).
The following introductory provisions are true and correct and form the basis of this
Consent:
A. The City and Assignor previously entered into City Secretary Contract No. 37495, a
vending service agreement to sell through vending machines prepackaged snacks and confections
and other vend items at certain City facilities (the "Agreement"). The Vending Service Agreement
is a public document on file in the City Secretary's Office.
B. Assignor now wishes to assign to Assignee all of Assignor's right, title and interest
granted to Operator under the Vending Service Agreement; Assignee wishes to accept such
assignment; the City is willing to consent to such assignment subject to the terms and conditions
set forth in this Consent.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the City. Assignor, and Assignee agree as follows:
1. The City hereby consents to an assignment by Assignor to Assignee of all right, title and
interest granted to Operator pursuant to the Agreement (the "Assignment effective as of the
last date that the City, Assignor and Assignee have executed this Consent ("Effective Date").
The Agreement is incorporated herein by reference for all purposes.
2. The City does not adopt, ratify or approve the particular provisions of any written or oral
agreement or understanding that may have made or reached by and between Assignor and
Assignee as part of or in regard to the Assignment. The City does not grant any right, privilege
or use to Assignee that is different from or more extensive than any right, privilege or use
granted to Operator pursuant to the Agreement. In the event of any conflict between the
Agreement and the Assignment, the Agreement shall control.
3. The City consents to the Assignment expressly upon the promise and covenant by
Assignee, and Assignee hereby promises and covenants to the City, that as of the Effective Date
Assignee will faithfully perform, as an independent contractor, all duties and obligations of
Operator set forth in the Agreement.
Consent to Assignment of CSC NO.37495
by Bacon Whitney, LLC to IntelliVend,LLC.
Page 1
OFFICIAI. RECaRD
CITY SECRETARY
FT. WORTI +, T
4. Assignor understands and agrees that Assignor and Assignee will be jointly and severally
liable to the City for (i) any duty or obligation of Operator that Assignor was required by the
Agreement to undertake or perform prior to the Effective Date and (ii) for any damages,
including, but not limited to, property loss, property damage and/or personal injury off any kind,
including death, to the extent caused by Assignor, its officers, agents, servants, employees or
subcontractors.
5. Notices required pursuant to the provisions of the Agreement shall be conclusively
determined to have been delivered when hand -delivered or mailed by United States Mail,
postage prepaid, return receipt requested, addressed as follows:
To Assignee:
Bacon Whitney, LLC
Attn:
1645 Wallace Drive, Suite 100
Carrollton, Texas 75006
To Assignor:
IntelliVend, LLC
Attn:
100 Grandview Road, Suite 304
Braintree, MA 02184
6. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Agreement.
EXECUTED as of the latest date below:
CITY OF FORT WORTH:
Tom Higgins
Assistant City Manager
Date: //�/8/Oq
ATTEST:
By:
APPROVED AS TO FORM AND LEGALITY:
By: QJt I,w U1Y1��
Melinda Ramos
Assistant City Attorney
M&C: Nalkt KIulrc000e
Consent to Assignment of CSC NO.37495
by Bacon Whitney, LLC to IntelliVend,LLC.
Page 2
Marty Hendrix
City Secretary
OFFICIAL RECORD
CITY SECRETARY
T. WORTH, TX
BACON WHITNEY, LLC (Assignor)
a Delaware limited liability company:
By: �+�.�. 4- ►��
Name
Title
INTELLIVEND, LLC (Assignee)
a Delaware limited liability company
By:
Name G�� e. �, I ►�,
Title o e�
Consent to Assignment of CSC NO. 37495
by Bacon Whitney, LLC to IntelliVend,LLC.
Page 3