1 CONSENT TO ASSIGNMENT OF THE AGREEMENT
BETWEEN THE CITY OF REDONDO BEACH
AND SOUTH BAY FAMILY HEALTH CARE RELATING
TO SOUTH BAY FAMILY HEALTH CARE CENTER DENTAL PROGRAM
THIS CONSENT TO ASSIGNMENT (this "Consent") is made by the City of Redondo Beach, a chartered municipal corporation (“City”), South Bay Family Health Care, a California nonprofit corporation (“Assignor”), and Venice Family Clinic, a California nonprofit corporation (“Assignee”).
WHEREAS, on September 7, 2021, the City and Assignor entered into the Agreement Between the City of Redondo Beach and South Bay Family Health Care Relating to South Bay Family Health Care Center Dental Program (the “Agreement”); and WHEREAS, on February 5, 2021, Assignee and Assignor entered into a Merger Agreement whereby Assignor merged into Assignee; and
WHEREAS, pursuant to Section 602 of the Agreement, Assignor must obtain written consent prior to any assignment of the Agreement; and
WHEREAS, on January 19, 2022, Assignee requested that the City provide consent to transfer the Agreement to Assignor; and
WHEREAS, for the purpose of this Consent, Assignor shall have the authority to assign this Agreement to Assignee; and
WHEREAS, City wishes to provide its consent to the assignment of the Agreement from Assignor to Assignee under the terms and conditions contained herein.
NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the City hereby issues its approval and consent to said assignment of the Agreement subject to the following conditions:
1. City consents to the assignment of the Agreement from Assignor to Assignee; provided however that this Consent shall not impose any additional obligations on City or otherwise affect any of the rights of City under the Agreement.
2. Under this Consent, Assignor hereby grants, conveys, transfers, assigns, and sets over its entire rights, and delegates its entire obligations under the Agreement to Assignee.
3. Assignee accepts the assignment of the Agreement and acknowledges and represents to City that it will assume each and every term, obligation and condition as set forth in the Agreement, whether arising prior to, on, or subsequent to the date of this Consent, which is hereby assigned to Assignee.
4. City shall remit payments relating to Assignor services and/or products and services covered under the Agreement to Assignee.
2 5. Except as otherwise set forth herein, the terms and conditions of the Agreement, shall remain in full force and effect between the parties.
6. The individuals executing this Consent represent that they have full authority to execute this document on behalf of the entity for whom they are acting herein. In the event the parties for Assignor and Assignee are not duly authorized to enter into and execute this Consent, the parties shall be personally liable to City.
7. Should any provision of this Consent be found invalid or unenforceable, the decision shall affect only the provision interpreted, and all remaining provisions shall remain enforceable to the fullest extent permitted by law.
8. This Consent may be modified or amended only by a subsequent writing executed by all of the parties.
9. This Consent shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law.
10. In the event of any dispute arising hereunder, venue for any action shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.
11. In the event of any dispute arising out of this Consent, the prevailing party shall be entitled to its reasonable attorney’s fees and costs, including expert witness fees.
SIGNATURES FOLLOW ON NEXT PAGE
3 IN WITNESS WHEREOF, the parties have executed this Consent in Redondo Beach, California, as of this 5th day of April, 2022.
CITY OF REDONDO BEACH,
a chartered municipal corporation
___________________________
William C. Brand, Mayor
ASSIGNOR ASSIGNEE
SOUTH BAY FAMILY HEALTH CARE VENICE FAMILY CLINIC
a California nonprofit corporation a California nonprofit corporation By: _______________________ By: _______________________ Name: _______________________ Name: _______________________ Title: _______________________ Title: _______________________ ATTEST: APPROVED:
__________________________ __________________________
Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
___________________________
Michael W. Webb, City Attorney