HomeMy WebLinkAboutC2011-220 - 7/12/2011 - ApprovedASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT is made in multiple originals and entered into by and between —
Gulf Coast Car Rentals, Inc. a Texas Corporation, doing business as National Car Rental
and Alamo Rent A Car - (hereinafter called "Assignor ") and EAN Holdings, LLC d/b /a
Alamo Rent A Car and National Car Rental (hereinafter called "Assignee ").
WITNESSETH:
WHEREAS, Assignor wishes to assign all its rights under that certain On- Airport Rental
Car Concession and Lease Agreement between Assignor and the City of Corpus Christi,
TX (the "City ") and hereto referred to as "Agreement" and attached as Exhibit A;
WHEREAS, Assignor has requested the City to approve the Assignment of Assignor's
rights and obligations under the Agreement to Assignee; and
WHEREAS, the City is willing to grant this request of Assignor to assign its rights under
the Agreement to Assignee;
NOW, THEREFORE, in consideration of the terms, covenants and promises, agreements
and demises herein contained, and for other good and valuable consideration, each to the
other given, the sufficiency and receipt of which are hereby acknowledged, the parties
hereto agree as follows:
1. The Assignor hereby transfers, assigns and sets over to the Assignee all right, title and
interest of the Assignor in and to the Agreement effective as of the date of the full
execution of this document ( "Effective Date ").
2. In consideration therefore, the Assignee hereby accepts, assumes, takes over and
succeeds to all of the Assignor's rights, duties, interests, liabilities and obligations from
the Effective Date forward under the Agreement and agrees to all of the terms,
conditions, provisions, covenants and obligations contained therein.
3. Assignor warrants to Assignee that it is not in breach of the Agreement and hereby
agrees, for itself and its successors and assigns, to indemnify and hold harmless the
Assignee from any loss, damage, environmental damage, claim, cost or expense arising
from the failure of Assignor, its successors or assigns, to perform any of the terms,
conditions, covenants and obligations of the Agreement, provided such indemnity shall
apply only to failures accruing prior to the Effective Date of this Assignment.
4. Assignee hereby agrees, for itself and its successors and assigns, to indemnify and hold
harmless the Assignor from any loss, damage, environmental damage, claim, cost or
expense arising from the failure of Assignee, its successors or assigns, to perform any of
the terms, conditions, covenants and obligations of the Agreement, provided such
indemnity shall apply only to failures accruing after the Effective Date of this
.Assignment.
2011 -220
Ord. 029117
07/12/11
Gulf Coast Car Rentals
INDEXED
5. The City consents to the assignment as of the Effective Date of the rights, duties,
interest, liabilities and obligations under the Agreement of Assignor to Assignee and
hereby authorizes execution of this Assignment and Assumption Agreement. The City
understands and agrees that the Assignor remains responsible for any and all obligations
under the Agreement prior to the Effective Date and that Assignee is responsible only for
obligations arising after the Effective Date.
IN WITNESS WHEREOF, the undersigned have duly executed this Assignment and
Assumption Agreement as of the date set forth above.
ASSIGNOR:
Gulf Coast Car Rentals, Inc.,
d /b /a National Car Rental and Alamo Rent A Car
Witnesses:
PHIL W. RIDGEWAY, JR.
/ �t_Q'L
Title: President
.Date: May_ 24, 2011 —
ASSIGNEE:
EAN Holdings, LLC
d/b /a Alamo Rent A Car and National Car Rental
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