24-114 Project Nexus - Consent, Assignment and Assumption Agreement
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4889-0902-7037.v1
CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENT
This Consent, Assignment and Assumption Agreement (this "Assignment”) is made
and entered into the 27th day of August, 2024 by and between (i) the City of Cupertino, a
California municipal corporation (the "City"), located at 10300 Torre Avenue, Cupertino, CA
95014, (ii) Bear Electrical Solutions, Inc., is a California corporation ("Assignor"), located at
1252 State Street, Alviso, CA 95002, and (iii) Bear Electrical Solutions, LLC (“Bear LLC”) a
California limited liability company ("Assignee"), located at 1252 State Street, Alviso, CA
95002, with respect to the (i) On-Call Public Works Contract, by and between the Company and
the City of Cupertino, dated as of August 4, 2021, as amended by that First Amendment to On-
Call Public Works Contract, dated as of June 30, 2023, as further amended by that Second
Amendment to Agreement 324, dated as of July 13, 2023 (collectively, and as each may have
been amended or supplemented from time to time, the ("Agreements"), by and between the
City and Assignor.
WHERAS, on August 23, 2024, Assignor converted from a California corporation
into Assignee, which is a California limited liability company;
WHEREAS, the equity holders of Assignee intend to enter into an agreement, dated
on or about August 30, 2024, pursuant to which a wholly-owned subsidiary of MWE Group
Holdings, LP (“Buyer”) will (directly or indirectly) acquire all of the outstanding equity
securities of Assignee (the "Transaction"): and
WHEREAS, as part of the Transaction, Assignee is undergoing a change of control which
may constitute an “assignment” pursuant to the Agreements;
WHEREAS, the parties hereto agree that the Agreements and any rights thereunder will be
deemed to have been assigned by Assignor to Assignee, and Assignee will assume Assignor's
obligations under the Agreements; and
WHEREAS, pursuant to the Agreements, Assignor and Assignee have requested that the
City consent to the change of control and the deemed assignment of the Agreements
pursuant to the terms of the Agreements (collectively, the “Deemed Assignments”); and
WHEREAS, the City is willing to consent to the Deemed Assignments on the terms and
conditions set forth herein.
NOW THEREFORE, in consideration of the covenants contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the City, Assignor, and Assignee, intending to be legally bound, agree as follows:
1. The foregoing recitals are true and correct and are incorporated herein by reference.
2. Effective as of the closing of the Transaction:
Docusign Envelope ID: 33962D24-FA2D-4F9E-A595-56A670CAA230
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(a) Assignor hereby assigns all of Assignor's rights, benefits, duties and obligations it
may have under the Agreements to Assignee; and
(b) Assignee hereby accepts the assignment of the Agreements from Assignor and
acknowledges and represents to the City that Assignee will perform all of the duties and
obligations of Assignor, hereby accepts all the terms and conditions set forth in the
Agreements, and by execution hereof, Assignee shall hereafter continue to be the
party and shall become the correctly named party to the Agreements and shall have all
of the rights and be subject to and assume all of the obligations provided in the Agreements.
3. The City hereby consents to the Deemed Assignments and agrees that it will accept the
conforming performance of Assignee of the duties and obligations of Assignor under the
Agreements.
4. The City's consent herein shall not operate as a waiver of any prohibition against further
assignments without the City's consent as provided in the Agreements.
5. Any notices required by the terms of the Agreements shall be delivered as directed
therein to Assignee at the address set forth in the introductory paragraph of this Assignment, or
to such other address as Assignee may furnish in writing in accordance with the Agreements.
6. Except as otherwise set forth herein, the terms and conditions of the Agreements shall
remain in full force and effect between the City and Assignee. In case of a perceived conflict
between the terms of the Agreements and the terms of this Assignment, the terms of this
Assignment shall govern.
7. The individuals executing this Assignment on behalf of the parties represent that they
have full authority to execute this document on behalf of the entity (or formerly named entity)
for which they are acting herein.
8. This Assignment may be executed in any number of counterparts which, collectively,
shall constitute one and the same instrument. Facsimile signatures shall be effective as original
signatures with regard to this Assignment. Each party represents to the other that the execution
and delivery of this Assignment by such party has been properly authorized and that all
signatures are genuine.
9. Notwithstanding anything herein to the contrary, in the event that the closing of the
Transaction fails to occur within 90 days of the date of the date of this Assignment, this
Assignment shall be of no force and effect, provided that the parties may renew their request for
consent, assignment and assumption at any time.
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IN WITNESS WHEREOF, the parties execute this Consent, Assignment and Assumption
Agreement as of the date first written above.
Assignor
Bear Electrical Solutions, Inc., a California corporation
(currently Bear Electrical Solutions, LLC)
By: ______________________________
Name: Andrew Bader
Title: Chief Financial Officer
Assignee
Bear Electrical Solutions, LLC, a California limited liability company
By: ______________________________
Name: Andrew Bader
Title: Chief Financial Officer
ATTEST:
______________________________
Kirsten Squarcia
City Clerk
APPROVED AS TO FORM:
______________________________ for
Christopher Jensen
City Attorney
CITY OF CUPERTINO,
a municipal corporation
By: ______________________________
Pamela Wu
City Manager
Docusign Envelope ID: 33962D24-FA2D-4F9E-A595-56A670CAA230
Project Nexus - Consent, Assignment and
Assumption Agreement
Final Audit Report 2024-08-27
Created:2024-08-27
By:Araceli Alejandre (aracelia@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAnKdsfQTZtgcNRafXMHury3Q2WIv2UWQ4
"Project Nexus - Consent, Assignment and Assumption Agreem
ent" History
Document created by Araceli Alejandre (aracelia@cupertino.org)
2024-08-27 - 10:58:04 PM GMT- IP address: 71.204.144.228
Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature
2024-08-27 - 11:02:07 PM GMT
Email viewed by Pamela Wu (pamelaw@cupertino.org)
2024-08-27 - 11:02:46 PM GMT- IP address: 52.202.236.132
Document e-signed by Pamela Wu (pamelaw@cupertino.org)
Signature Date: 2024-08-27 - 11:18:55 PM GMT - Time Source: server- IP address: 64.165.34.3
Document emailed to Michael Woo (michaelw@cupertino.org) for signature
2024-08-27 - 11:18:57 PM GMT
Email viewed by Michael Woo (michaelw@cupertino.org)
2024-08-27 - 11:19:18 PM GMT- IP address: 52.202.236.132
Document e-signed by Michael Woo (michaelw@cupertino.org)
Signature Date: 2024-08-27 - 11:27:05 PM GMT - Time Source: server- IP address: 174.160.227.130
Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature
2024-08-27 - 11:27:07 PM GMT
Email viewed by Kirsten Squarcia (kirstens@cupertino.org)
2024-08-27 - 11:27:40 PM GMT- IP address: 3.232.50.116
Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2024-08-27 - 11:46:39 PM GMT - Time Source: server- IP address: 64.165.34.3
Docusign Envelope ID: 33962D24-FA2D-4F9E-A595-56A670CAA230
Agreement completed.
2024-08-27 - 11:46:39 PM GMT
Docusign Envelope ID: 33962D24-FA2D-4F9E-A595-56A670CAA230