HomeMy WebLinkAboutR-2025-035 Assignment of Services Agreement to QK, Inc by VSM Engineering, LLC RESOLUTION NO. R-2025-035
A RESOLUTION APPROVING AN ASSIGNMENT OF A SERVICES AGREEMENT TO
QK, INC. BY VSM ENGINEERING, LLC
WHEREAS, VSM Engineering, LLC ("VSM") entered into an Agreement for Engineering
Services dated October 20,2020 with the City of Riverside,Missouri (the"Agreement"); and
WHEREAS, Section 14 of the Agreement expressly provides that VSM may assign any
rights and duties under the Agreement with the City's consent; and
WHEREAS,VSM has informed the City that it has been acquired by QK,Inc.; and
WHEREAS, VSM desires to assign the Agreement to QK, Inc., subject to the City's
consent.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF
THE CITY OF RIVERSIDE, MISSOURI,AS FOLLOWS:
THAT the Board of Aldermen approves the assignment of the Agreement from VSM to QK,
Inc.;
FURTHER THAT the City Administrator and such other officials of the City may execute
any other additional documents or take such other actions as are necessary, incidental or expedient to
carry out the intent of this Resolution and the authority granted herein.
PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside,
Missouri,the 1st day of April 2025.
Mayor Kathleen L. Rose
Robin Kincaid, City Clerk
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement ("Agreement") is made between VSM
Engineering,LLC,a Missouri limited liability company with its principal place of business at 8008
N Chatham Ave, Kansas City, Missouri 64151 ("Assignor"), and QK, a California corporation
with its principal place of business at Mailing address PO BOX 3699, Visalia, CA 93278-3699
(Physical Address) 901 East Main Street, Visalia, CA 93292 ("Assignee"), and the City of
Riverside,Missouri.This Agreement is made with reference to the following:
RECITALS
WHEREAS,Assignor entered into that certain Agreement for Engineering Services dated
October 6,2020(the"Engineering Services Agreement")with the City of Riverside,Missouri(the
"City");
WHEREAS, Assignor is in the process of selling or otherwise transferring its business
operations to Assignee;
WHEREAS, Assignor desires to assign, and Assignee desires to assume, all rights,
obligations, and liabilities of Assignor under the Engineering Services Agreement, subject to the
written consent of the City as required by Section 14 of the Engineering Services Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth
herein,the parties agree as follows:
1.Assignment of Agreement
Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's rights, duties,
interests,and obligations under the Engineering Services Agreement,subject to the City's written
consent.
2. Assumption of Obligations
Assignee hereby accepts the assignment and assumes all duties, obligations, liabilities, and
responsibilities of Assignor under the Engineering Services Agreement,and agrees to be bound by
its terms as if it were the original contracting party.
3. Condition Precedent—City Consent
This Agreement shall only become effective upon the written consent of the City of Riverside,
Missouri,in accordance with Section 14 of the Engineering Services Agreement. If the City does
not consent to the assignment,this Agreement shall be null and void.
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4. Representations and Warranties
(a)Assignor represents and warrants that it has full power and authority to assign the Engineering
Services Agreement and that, to the best of its knowledge, it is not in breach of any material
obligations under the agreement.
(b)Assignee represents and warrants that it has the financial and operational capacity to fulfill all
obligations under the Engineering Services Agreement and will comply with all terms and
conditions therein.
5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of
Missouri, and any disputes shall be resolved in the Circuit Court of Platte County,Missouri.
IN WITNESS WHEREOF,the parties have executed this Assignment and Assumption Agreement
as of the date last signed by the parties.
VSM ENGINEERING,LLC (Assignor)
By: Valerie S. McCaw
Name: Valerie McCaw
Title: President
Date:3/13/2025
QK (Assignee)
By: Amber Aguayo
Name: Amber Aguayo
Title: CFO/COO
Date: 3/13/2025
CITY OF RIV RSIDE,MISSOURI (Consent)
By:Kathleen L. Rose
Name: Kathleen L.Rose
Title:Mayor
Date:April 1, 2025
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