CONTRACT 5987A Amendment CLOSEDAgreement No. 5987A
CONSENT TO TRANSFERJASSIGNMENT
AND AMEND MENT TO CONTRACT
This CONSENT TO TRANSFER/ASSIGNMENT AND AMENDMENT TO CONTRACT
AGREEMENT (hereinafter referred to as the "Agreement"), dated July 13, 202 1, is made by and
between DIGITAL NETWORKS GROUT, INC., a California corporation ("DNG"), and CITY
OF El, SEGUNDO, a general law city and municipal corporation ("City"),
Reafflum,
WHEREAS, DNG has entered into a contract with the City dated: December 01, 2020, to furnish
certain construction labor, services, equipment and materials under the contract to City (hereinafter
referred to as "Contract"),
WHEREAS, DNG is engaging in a corporate reorganization transaction in which it will merge
with AVIDEX Industries, I-L.C. Accordingly, DNG must obtain the advance written consent for
the reorganization transfer from its various contractors, subcontractors, distributors and all other
contract counter -parties in which the operative contract has a clause requiring advance written
permission in the event DNG has a change in ownership or transfers/assigns its assets.
WHEREAS, a new California state contractor's license number 981651 has been issued to
AVIDEX Industries, L.L.C. AVIDEX Industries, L.LC. is the surviving entity in the merger, and
as a result of DNG merging with AVIDEX industries, L.L.C., all of DNG's assets and liabilities
are being transferred to, and assumed by, AVIDEX Industries, L.L.C. by operation of California
state law.
WHEREAS, after the merger, AVIDEX Industries, L.L.C. intends to continue DNG's business
and complete the Contract with City and therefore, seeks City's advance written consent to the
transfer/assignment and its agreement to amend the Contract to reflect DNG's transfer of its rights,
interests, obligations, and duties in the AVIDEX Industries, L.L.C.
CONSENT AND AMENDMENT
City hereby consents and agrees to DNG's assignment and transfer of all of its rights, interests,
obligations and duties under the Contract to AVIDEX industries, L.L.C. by operation of law
pursuant to the merger. City, DNG and AVIDEX Industries, L.L.C. agree that this Agreement
shall amend each contract identified above (and any other contracts by and between DNG and
City) to allow for DNG's assignment/transfer of the Contract to AVII)EX Industries, I-L.C. by
operation of law pursuant to the merger, City further consents and agrees to the
assignment/transfer by operation of law pursuant to the merger and acknowledges that AVIDEX
Industries, L.L.C. may to some extent have different owners, officers and/or managers, This
Agreement shall become effective upon execution,
Except as otherwise set forth in this Agreement, each of the parties hereby represents and warrants
that the person executing this Agreement on its behalf is duty authorized to do so, and that he/she
is authorized to bind the party to the terms set forth herein. The parties further represent and
warrant that they have obtained any and all approvals from lenders, project owners, general
Agreement No. 5987A
contractors, sureties or any third parties authorizing the signatories to enter into this Agreement
and for the assignment of the Contract from DNG to AVIDEX Industries, L.L.C. by the merger.
Each of the parties hereto shall, at the request of any other party, do all acts and execute all
documents necessary to effectuate the terms and provisions of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Assignment to be entered into and signed
as of the date above written.
The City of El Segundo
a general law city and municipal corporation
Scott M'itnick, City Manager
for
iark D lteleattorney IT
DIGITAL NETWORKS GROUP, INC.
a Cahfornia corporation
By: ._--........
DAV
t
Its:
AVIDEX Industries, L.L.C.,
A Washington Limited Liability Company
By:
Its15