HomeMy WebLinkAbout26-124 Assignment, Assumption, & Concent Agreement Lifetime Tennis dba Lifetime Activites for Sports Center Instruction, Court Maintenance, and Retail Services138520.000001\4910-6462-7388.2
ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT (this
“Agreement”) is made and entered into as of July 30, 2026, by and between LIFETIME TENNIS,
INC. (d/b/a Lifetime Activities), a California S-corporation (“Assignor”), LIFETIME
ACTIVITIES CUPERTINO, LLC, a California limited liability company (“Assignee”), and the
City of Cupertino, a California municipal corporation (the “City”).
RECITALS:
A. Assignor and Assignee are parties to that certain Asset Purchase Agreement dated
as of the date as of July 30, 2026 (the “Purchase Agreement”), providing for, among other things,
the assignment by Assignor to Buyer (including Assignee) of all of Assignor’s rights, title and
interest in and to certain assets, and the assumption by Buyer (including Assignee) of certain
related liabilities;
B. Assignor and the City are parties to that certain Operating Agreement for Sports
Center Instruction, Court Maintenance, and Retail Services, dated January 1, 2025 (the “City
Contract”);
C. Assignor desires to assign the City Contract to Assignee upon the consummation
of the transactions contemplated by the Purchase Agreement (the “Closing”); and
D. The City desires to consent to such assignment.
NOW, THEREFORE, in consideration of the foregoing premises and satisfaction of their
respective obligations under the Purchase Agreement and this Agreement, the parties hereto
hereby agree as follows:
1. Capitalized Terms. Capitalized terms used but not otherwise defined herein have
the meanings ascribed to them in the Purchase Agreement.
2. Assignment. Assignor does hereby grant, sell, transfer, assign and deliver unto
Assignee, its successors and assigns, all of its rights, title and interest in and to the City Contract
effective upon and subject to the occurrence of the Closing.
3. Assumption. Assignee hereby assumes and agrees to pay, discharge or perform,
as appropriate, all obligations arising under the City Contract from and after the Closing.
4. Consent and Acknowledgment. The City hereby: (a) consents to the assignment
of the City Contract by Assignor to Assignee; (b) acknowledges that, from and after the Closing,
Assignee shall succeed to Assignor’s rights and obligations under the City Contract, and (c)
agrees that Assignor shall have no liability for obligations under the City Contract attributable to
periods from and after the Closing.
5. Further Assurances. Each party shall from and after the date hereof, upon the
reasonable request of any other party, execute and deliver such other documents as such other
party may reasonably request to obtain the full benefit of this Agreement.
138520.000001\4910-6462-7388.2
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to principles of conflicts of
law.
7. Governing Documents. Notwithstanding anything to the contrary herein,
Assignor and Assignee are executing and delivering this Agreement in accordance with and
subject to all of the terms and provisions of the Purchase Agreement. The rights and obligations
of the parties to the Purchase Agreement set forth in the representations, warranties, covenants,
indemnities, agreements and other terms and provisions of the Purchase Agreement are neither
limited, altered, impaired nor enhanced hereby or by performance hereunder.
8. Counterparts. This Agreement may be executed in counterparts, which together
shall constitute one and the same Agreement. The parties may execute more than one copy of
this Agreement, each of which shall constitute an original.
[signature page follows]
[Signature Page - Assignment and Assumption Agreement and Consent]
138520.000001\4910-6462-7388.2
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
ASSIGNOR:
LIFETIME TENNIS, INC. (D/B/A LIFETIME
ACTIVITIES)
By:
Name:
Title:
ASSIGNEE:
LIFETIME ACTIVITIES CUPERTINO, LLC
By:
Name:
Title:
CITY:
CITY OF CUPERTINO
By:
Name:
Title:
APPROVED AS TO FORM:
By:
Name: MICHAEL K. WOO
Title: Senior Assistant City Attorney
ATTEST:
By:
Name: LAUREN SAPUDAR
Title: City Clerk
Date:
CEO
Dana Gill
Matthew Hanlin
President
Michael K Woo
Kirsten Squarcia
Deputy City Manager
Kirsten Squarcia
Lauren Sapudar
Jul 30, 2026
Sports Center Instruction, Court Maintenance,
and Retail Services
Final Audit Report 2026-07-31
Created:2026-07-30
By:Webmaster Admin (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAbLxfT20u18xFrsIdc08IeWdIXb3ENEZ5
"Sports Center Instruction, Court Maintenance, and Retail Servic
es" History
Document created by Webmaster Admin (webmaster@cupertino.org)
2026-07-30 - 6:53:11 PM GMT- IP address: 35.229.54.2
Document emailed to aracelia@cupertino.org for approval
2026-07-30 - 7:00:59 PM GMT
Email viewed by aracelia@cupertino.org
2026-07-30 - 7:02:13 PM GMT- IP address: 32.192.89.118
Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre
2026-07-30 - 7:50:43 PM GMT- IP address: 71.202.76.156
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2026-07-30 - 7:50:45 PM GMT - Time Source: server- IP address: 71.202.76.156
Document emailed to danag@lifetimeactivities.com for signature
2026-07-30 - 7:50:48 PM GMT
Email viewed by danag@lifetimeactivities.com
2026-07-30 - 7:55:14 PM GMT- IP address: 146.75.186.14
Signer danag@lifetimeactivities.com entered name at signing as Dana Gill
2026-07-30 - 8:01:06 PM GMT- IP address: 91.142.69.253
Document e-signed by Dana Gill (danag@lifetimeactivities.com)
Signature Date: 2026-07-30 - 8:01:08 PM GMT - Time Source: server- IP address: 91.142.69.253 - Signature Appearance Selected:
MOBILE_DRAW
Document emailed to matth@lifetimeactivities.com for signature
2026-07-30 - 8:01:11 PM GMT
Email viewed by matth@lifetimeactivities.com
2026-07-30 - 8:24:16 PM GMT- IP address: 172.56.22.254
Signer matth@lifetimeactivities.com entered name at signing as Matthew Hanlin
2026-07-30 - 8:24:55 PM GMT- IP address: 172.56.22.254
Document e-signed by Matthew Hanlin (matth@lifetimeactivities.com)
Signature Date: 2026-07-30 - 8:24:57 PM GMT - Time Source: server- IP address: 172.56.22.254 - Signature Appearance Selected:
MOBILE_DRAW
Document emailed to michaelw@cupertino.org for signature
2026-07-30 - 8:25:01 PM GMT
Email viewed by michaelw@cupertino.org
2026-07-30 - 8:25:09 PM GMT- IP address: 100.61.123.94
Signer michaelw@cupertino.org entered name at signing as Michael K Woo
2026-07-30 - 10:13:24 PM GMT- IP address: 174.194.196.89
Document e-signed by Michael K Woo (michaelw@cupertino.org)
Signature Date: 2026-07-30 - 10:13:26 PM GMT - Time Source: server- IP address: 174.194.196.89 - Signature Appearance Selected:
MOBILE_TYPE
Document emailed to kirstens@cupertino.org for signature
2026-07-30 - 10:13:30 PM GMT
Email viewed by kirstens@cupertino.org
2026-07-30 - 10:13:38 PM GMT- IP address: 100.54.83.227
Signer kirstens@cupertino.org entered name at signing as Kirsten Squarcia
2026-07-30 - 10:49:20 PM GMT- IP address: 64.165.34.3
Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2026-07-30 - 10:49:22 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE
Document emailed to laurens@cupertino.org for signature
2026-07-30 - 10:49:25 PM GMT
Email viewed by laurens@cupertino.org
2026-07-30 - 10:49:35 PM GMT- IP address: 13.222.108.115
Signer laurens@cupertino.org entered name at signing as Lauren Sapudar
2026-07-31 - 0:10:47 AM GMT- IP address: 69.149.42.28
Document e-signed by Lauren Sapudar (laurens@cupertino.org)
Signature Date: 2026-07-31 - 0:10:49 AM GMT - Time Source: server- IP address: 69.149.42.28 - Signature Appearance Selected: TYPE
Agreement completed.
2026-07-31 - 0:10:49 AM GMT