Resolution 2022-02 - Laserfiche WebLink

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ASSIGNMENT AND ASSUMPTION AGREEMENT (Business Assistance Agreement — LuLu's Low Country Kitchen, LLC) THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into this l 8th day of January , 20 22 , by and between LuLu's Low Country Kitchen, LLC ("Assignor"), a Colorado limited liability company and Louisville Watering Hole, Inc ("Assignee"), a Colorado corporation. WHEREAS, by Resolution No. 56, Series 2021, the City Council approved a Business Assistance Agreement for Assignor, LuLu's Low Country Kitchen, LLC, dated as of August 3, 2021 (the "Agreement"), to provide certain business assistance in connection with the Company's desire to open a new restaurant concept (the "Project") at 988 W. Dillon Road in Louisville, Colorado (the "Project Location"); and WHEREAS, Assignor now proposes to use a different entity —Louisville Watering Hole, Incto operate the business and apply for its liquor license at the Project Location than what was used for the Agreement; and WHEREAS, Assignor, therefore, desires to assign and delegate to Assignee all of the rights and obligations of the Assignor under the Agreement, and the Assignee desires to accept such assignment and assume such delegation, all upon the terms and conditions which are hereinafter set forth; and WHEREAS, pursuant to Section 15 of the Agreement, LuLu's Low Country Kitchen, LLC may not assign any of the obligations, benefits or provisions of the Agreement in whole or in any part without the express written authorization of the City Council of the City; and WHEREAS, the City desires to authorize Assignor's assignment and delegation of the all of its rights and obligations under the Agreement to Assignee. NOW, THEREFORE, in consideration of the recitals, promises, covenants and undertakings herein set forth, and other good and valuable consideration, which is hereby acknowledged and receipted for, the parties hereto agree as follows: 1. Assignor hereby assigns to Assignee, and Assignee hereby accepts and assumes from Assignor, all of the Assignor's rights, duties and obligations under the provisions of the Agreement. 2. Nothing herein shall relieve Assignor of any obligations or liabilities accruing under the Agreement prior to the effective date hereof. 3. The undersigned signatories represent and warrant that they have been duly authorized to execute this Agreement and have full power and authority to bind the Assignor and Assignee to the terms and conditions hereof.