HomeMy WebLinkAbout2021-590-E-Economic Dev-MEDLINE INDUSTRIES-ASSIGNMENT AND ASSUMPTION AGREEMENT1
STATE OF NORTH CAROLINA
ASSIGNMENT AND ASSUMPTION AGREEMENT
COUNTY OF ORANGE
THIS ASSIGNMENT AND ASSUMPTION OF INCENTIVE AGREEMENT
WITH ORANGE COUNTY, NORTH CAROLINA AND CONSENT TO
ASSIGNMENT ("Assignment Agreement") is entered into by and among Orange County,
North Carolina, whose address is P.O. Box 8181, Hillsborough, North Carolina, 27278
(“County” or “Obligor”), Medline Industries, LP (formerly Medline Industries, Inc.) , an
Illinois Limited Partnership doing business in Orange County, North Carolina (“Assignor”),
both parties to the Original Incentive Agreement (“Original Agreement”) incorporated herein by
reference, and Medline Industries, LP, and MRE Propco LP, both Illinois Limited Partnerships
(“Assignee”) effective the 30th day of September, 2021 (“Effective Date”).
WHEREAS, Medline Industries, LP , of Northfield, Illinois, desires to assign to Assignee
all of its rights, duties, obligations, and interest in and to the Original Agreement; and
WHEREAS, Medline Industries, LP, and MRE Propco LP, of Northfield, Illinois, desire
to assume all of Assignor’s rights, duties, obligations, and interest in and to the Original
Agreement; and
WHEREAS, County is willing to consent to the assumption by Assignee of Assignor’s
rights, duties, obligations, and interest in and to the Original Agreement.
NOW THEREFORE, in consideration of the foregoing preambles which by this reference
are incorporated herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby consent to the Assignment Agreement, subject
to the following terms and conditions, all of which are hereby acknowledged and agreed to by
the parties:
1. Assignment. Assignor hereby conveys, assigns and transfers to Assignee all of
Assignor's rights, duties, obligations, and interest in and to the Original Agreement. Assignor shall
execute and deliver to Assignee such further assignments, acknowledgments, and documents as
Assignee may reasonably request in order to confirm or give notice of the transfer affected
by this Assignment Agreement.
2. Acceptance and Assumption. Assignee hereby accepts the assignment of
Assignor's rights, duties, obligations, and interest in and to the Original Agreement, and shall be
bound by all of the terms of the Original Agreement in Assignor's place and stead. Assignee
assumes and shall faithfully perform in Assignor's stead, as and when due, any and all tasks,
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responsibilities, liabilities, and obligations of Assignor under the Original Agreement. Assignee
shall indemnify and hold harmless Assignor from and against any and all liability, loss, damage,
or expenses (including, without limitation, reasonable attorneys' fees) arising or resulting from
the failure of Assignee to perform faithfully and punctually any liability or obligation hereby
assumed.
3. Consent of the County. The County hereby consents to the assignment of
Assignor's rights, duties, obligations, and interest in and to the Original Agreement to Assignee, and
the assumption by Assignee of all such rights, duties, obligations, and interest in and to the Original
Agreement and all liabilities and obligations of Assignor under the Original Agreement upon
the Effective Date. With effect from the Effective Date, the County also undertakes to perform the
Original Agreement and to be bound by its terms in every way as if Assignee were a party to
the Original Agreement in lieu of Assignor.
4. Release Discharge and Indemnification. With effect from the Effective Date,
Assignor releases and discharges the County from any and all obligations and liabilities owed
to Assignor under the Original Agreement. With effect from the Effective Date, the County
hereby releases and discharges Assignor from any and all obligations and liabilities owed to the
County under the Original Agreement, and accepts the obligations and liability of Assignee
under the Original Agreement in lieu of the liability of Assignor. Assignor agrees to defend and
indemnify the County from any and all claims, actions, judgments, liabilities, proceedings, and costs,
including reasonable attorney’s fees and other costs of defense and damages, resulting from
Assignor’s performance prior to the assignment of the Original Agreement and resulting from
Assignee’s performance after the assignment of the Original Agreement, provided however, that
after the assignment of the Original Agreement County shall first look to Assignee to satisfy all
claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorney’s fees
and other costs of defense and damages resulting from Assignee’s performance. Further, Assignee
agrees to indemnify the County from any and all claims, actions, judgments, liabilities, proceedings,
and costs, including reasonable attorney’s fees and other costs of defense and damages, resulting
from Assignee’s performance after the assignment of the Original Agreement.
5. Representations.
5.1 Assignor Representations. Assignor hereby represents and warrants that
Assignor (i) has full power and authority to assign its rights, obligations, and duties under the
Original Agreement to Assignee, (ii) has not previously transferred or conveyed its interest in
the Original Agreement to any person or entity collaterally or otherwise, and (iii) has full
power and authority to enter into the Assignment Agreement.
5.2 Assignee Representations. Assignee hereby represents and warrants that
Assignee has full power and authority to enter into the Assignment Agreement.
6. Miscellaneous Provisions.
6.1 Notices. Any notices required to be given under this Assignment
Agreement shall be in writing and may be personally delivered, sent by nationally recognized
overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested
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and shall be effective upon receipt at the appropriate address. Any notice given to the County,
Assignor, or Assignee shall be sent to the respective address set forth on the signature page
below, or to such other address as such party may designate for service of notice.
6.2 Governing Law. This Assignment Agreement is governed by the laws of
the State of North Carolina.
6.3 Construction and Interpretation. This Assignment Agreement contains the
entire understanding between the parties relating to the transaction contemplated by this
Assignment Agreement. All prior or contemporaneous agreements, understandings,
representations and statements, oral or written, are merged in this Assignment Agreement and
shall be of no further force or effect. No party has been induced to enter into this Assignment
Agreement by, nor is any party relying on, any representation or warrant outside those expressly
set forth in this Assignment Agreement. This Assignment Agreement is binding on and inures
to the benefit of the respective successors, assigns, and representatives of each of the parties.
SIGNATURE PAGES TO FOLLOW
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IN WITNESS WHEREOF, the parties have caused this Assignment Agreement to be duly
executed on the day and year first written above.
ASSIGNOR
MEDLINE INDUSTRIES, LP
Three Lakes Drive
Northfield, IL 60093
By: Mozart GP, LLC
Its: General Partner
By: _______________________________
Name: Dmitry Dukhan
Title: VP Real Estate
ASSIGNEES
MEDLINE INDUSTRIES, LP
Three Lakes Drive
Northfield, IL 60093
By: Mozart GP, LLC
Its: General Partner
By: _______________________________
Name: Dmitry Dukhan
Title: VP Real Estate
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MRE Propco, LP
Three Lakes Drive
Northfield, IL 60093
By: MRE GP, LLC
Its: General Partner
By: Medline Industries, LP
Its; Managing Member
By: Mozart GP, LLC
Its; General Partner
By: _________________
Name: Dmitry Dukhan
Title: VP of Real Estate
ORANGE COUNTY
P.O. Box 8181
Hillsborough, NC 27278
By:_____________________
Bonnie Hammersley
County Manager
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Revised 07/20
ORANGE COUNTY—DEPARTMENT USE ONLY
______________________________________________________________________________
Party/Vendor Name: MEDLINE INDUSTRIES, LP Party/Vendor Contact Person: Dmitry Dukhan Contact Phone:
Party/Vendor Address: ONE MEDLINE PLACE City MUNDELEIN State: IL Zip: 60600 Department:
Economic Development Amount: N/A Purpose: ASSIGNMENT AND ASSUMPTION AGREEMENT Budget
Code(s): N/A Vendor # 59565 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type:
(Check one) New Renewal Amendment Effective Date 9/30/21 Approved by Board Yes No
Agenda Date: N/A
This agreement is approved as to technical form and content and I as Department Director a ffirmatively state work on
this project has not been initiated prior to execution of the agreement:
Department Director’s Signature ________________________________________ Date: ________
Agreements for emergency services or repair are not subject t o the above affirmation. If services related to this
agreement have already begun or been completed please briefly describe the nature of the emergency condition that
was addressed:
Information Technologies
(Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is
approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board __________________________________________Date:_________
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