09-1007_AMERICAN TRAFFIC SOULUTIONS, INC_Assumption AgreementASSUMPTION AGREEMENT
RELATING TO
TRAFFIC SIGNAL VIOLATION VIDEO -ENFORCEMENT SYSTEM LEASE
SERVICES AGREEMENT
This Assumption Agreement is entered into effective the 7r" day of October, 2009,
by and among the CITY OF SAN JUAN CAPISTRANO, a California municipal
corporation ("City"), and AMERICAN TRAFFIC SOLUTIONS, INC., a Kansas
Corporation ("ATS").
RECITALS
A. City entered into an agreement dated June 29, 2007 with Nestor Traffic
Systems, Inc., a Delaware Corporation ("Nestor"), entitled Traffic Signal Violation Video -
Enforcement System Lease & Services Agreement (the "Agreement"), for the installation,
and assistance in administration and operation of a traffic signal violation detection
system ("System").
B. On February 2, 2009, City and Nestor entered into an agreement
amendment, which suspended Section 4.6 of the Agreement pertaining to cost neutrality
consistent with the Judgment on Appeal from the Superior Court, County of Orange,
issued November 21, 2008 in Case No. 30-2008-93057 involving the City of Fullerton's
automated enforcement system (the "Amendment").
C. On June 4, 2009, Nestor entered into receivership proceedings in the State
of Rhode Island.
D. On September 10, 2009, ATS acquired all of Nestor's business relating to
the Agreement and System.
E. Section 9.1 of the Agreement authorizes Nestor to assign, and a third party
to acquire, all or substantially all of Nestor's business relating to the System.
F. Pursuant to the Agreement, ATS wishes to assume all rights,
responsibilities and liabilities in the Agreement as amended pursuant to the Amendment.
G. Accordingly, City and ATS desire to clarify, affirm, and acknowledge their
respective rights and obligations under the terms of the Agreement as amended.
AGREEMENT
1. ATS hereby assumes, and City hereby acknowledges ATS' assumption of,
all of the rights and obligations of Nestor which ATS specifically accepted/acquired in
ATS' acquisition of Nestor (but excluding those which ATS did not accept) pursuant to the
terms of the Agreement as amended by the Amendment. ATS hereby expressly and
unconditionally agrees to perform and fulfill, from and after the effective date, all the
duties, terms, covenants, conditions and obligations required to be fulfilled and performed
by Nestor under the Agreement as amended by the Amendment.
2. City hereby consents to ATS' assumption of the Agreement, provided that
said consent shall not be construed to release, waive, or otherwise compromise
obligations under the Agreement and applicable law which ATS specifically
accepted/acquired in ATS' acquisition of Nestor (but excluding those which ATS did not
accept), or any violations thereof, whether known or unknown by City, or for any
subsequent performance of the Agreement by ATS.
3. Except as modified in this Assumption Agreement, the terms and conditions of
the Agreement shall remain in full force and effect.
4. This Assumption Agreement may be executed in multiple counterparts (each of
which is to be deemed an original for all purposes).
IN WITNESS WHEREOF, the parties have executed and delivered this
Assumption Agreement as of the day and year first above written.
CITY OF SAN JUAN CAPISTRANO
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Joe
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Ma
anager
AMERICAN TRAFFIC SOLUTIONS, INC.
Adam Tuton, Exec. VP and COO
Attest:
..............
S, City Igrk Secretary
Approved as to form:
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