HomeMy Public PortalAbout163-2023 - Com Net LLC - consent to assignment CONSENT TO ASSIGNMENT
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This Consent to Assignment ("Consent") is made effective as of 4 , 2023
("Effective Date") by Richmond Sanitary District.
WHEREAS, The Message Center (dba) Consumer Security Systems is a party to a.
certain Purchase Order Nos. 23-14420 by and between The Message Center and Richmond
Sanitary District, a copy of which is attached hereto as Exhibit A ("Agreement");
WHEREAS, The Message Center (dba) Consumer Security Systems, Inc, company and
new entity funded by Com Net, LLC are entering into a certain Asset Purchase Agreement,
whereby Corn Net, LLC will purchase substantially all of the assets of The Message Center
("Asset Purchase");
WHEREAS, concurrently with the closing of the Asset Purchase, The Message Center
desires to assign all of The Message Center's right, title, interest and obligations in, to and under
the Agreement to Corn Net, LIC in accordance with the terms and conditions of the Asset
Purchase Agreement; and
WHEREAS, Corn Net, LLC.: desires to assume all of The Message Center's right, title,
interest and obligations in, to and under the Agreement;
WHEREAS, Richmond Sanitary District previously entered into an Agreement with The
Message Center, referred to as Contract No. 1-2023, executed on January I, 2023, which
Agreement, pursuant to Section Xl, provides that neither party may assign or delegate any of its
rights or obligations thereunder without the prior written consent.. of the other party; and
WHEREAS, Richmond Sanitary '.District does now consent to the assignment of Contract
No. 1-2023 and Purchase Order Nos. 23-1.4420 by The Message Center (dba) Consumer Security
Systems, LLC, to Corn Net, LLC and Com Net, EEC hereby acknowledges and accepts the
assignment.
NOW, THEREFORE,
Richmond Sanitary District hereby (a) consents to the assignment of the Agreement to
Corn Net, LLC; (b) acknowledges that this Consent satisfies all notice, consent, and other
procedural requirements under the Agreement in connection with the Asset Purchase; (c)
acknowledges that it will assist with transferring over any accounts (as required) to Corn Net,
LLC; (d) waives any right to terminate the Agreement that may arise under the Agreement in
connection with the Asset Purchase; and, (e) on and after the Effective Date, further agrees to
fully release The Message Center from any and all obligations of The Message Center under the
Agreement and to look solely to Corn Net, LLC to fulfill the obligations of The Message Center
thereunder.
Contract No. 163-2023
IN WITNESS WHEREOF, Richmond Sanitary District and Corn Net, LLC have
executed this Consent as of the Effective Date.
[Remainder of Page Intentionally Left Blank— Signatures to Follow on Page 31
"CITY" "CONTRACTOR"
The City of Richmond, Indiana, by and Com Net, LLC
Through its Board of Sanitary
Commissioners
/47
By:
Site ' i Iler, President
Dated: c/ ./6 4:./.1 3
(Printed):Mel\neick S _Fe lw rtz I
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Title: (.).2le rk,)3 , ,,, ,,, CV
T
Amat+Bakstit-Vice President
Date: <7/26241/.2 Dated: l.)--
re tie.! ;', Member
Dated: / ' -
APPROVED
.._
,,-
c,—David M. Sn w, Mayor
Dated: Oct Zi Z 7
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