HomeMy WebLinkAboutBlue Zones LLC-Sharecare, Inc 2024-11-01ASSIGNMENT OF SUBLEASE AGREEMENT
This Assignment of Sublease Agreement (the “Assignment Agreement”) is entered into as of
November __, 2024, by and among the City of Ukiah (“Sublessor”), Sharecare, Inc.
Assignor”), and Blue Zones, LLC (“Assignee/Subtenant”). Terms used by not defined herein
shall have those meanings set forth in the Sublease Agreement (defined below).
RECITALS:
WHEREAS, Sublessor and Assignor previously entered into that certain Sublease Agreement
on August 1, 2021 (the “Sublease Agreement”), for the Alex Rorabaugh Center (the “ARC”
or “the Leased Premises”) in Mendocino County located at 1640 S. State Street, Ukiah CA
95482;
WHEREAS Assignor and Assignee/Subtenant are business partners and jointly utilized
the Leased Premises in accordance with Section 6 of the Sublease Agreement for their
business activities, but such partnership will be dissolved on January 1, 2025;
WHEREAS, Assignor desires to assign all of its rights, interest and obligations under the
Sublease Agreement to Assignee/Subtenant, and Assignee/Subtenant wishes to assume
such rights, interest and obligations; and
WHEREAS, Sublessor is willing to consent to the assignment of the Sublease Agreement by
Assignor to Assignee/Subtenant, pursuant to the terms set forth herein.
NOW, THEREFORE, Assignor, Assignee and Blue Zones, in consideration of the foregoing
recitals and the mutual agreements and covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
AGREEMENT:
1. Assignment. Effective on January 1, 2025 (the “Assignment Effective Date”), the Assignor
hereby assigns and conveys to Assignee/Subtenant for the benefit of Assignee/Subtenant, its
successors and assigns, all of Assignor’s right, title and interest in and to the Sublease
Agreement, and delegate all of Assignor’s obligations, responsibility and duties under the
Sublease Agreement to Assignee/Subtenant.
2. Assumption. Assignee/Subtenant hereby accepts the assignment and conveyance of
Assignor’s right, title and interest in and to the Sublease Agreement, and Assignor’s
obligations, responsibilities and duties under Sublease Agreement beginning on the
Assignment Effective Date. Assignee/Subtenant’s assumption of the Sublease Agreement is
without reliance upon any representation or warranty made by Sublessor prior to the
Assignment Effective Date with regard to (i) Assignor’s past performance under the Sublease
Agreement, (ii) the condition of the Leased Premises, (iii) or the suitability of the Leased
Premises for the Use as defined in the Sublease Agreement.
COU No. 2425-151r
3.Assignor’s Indemnification Obligations. Nothing herein shall release Assignor from its
obligations under the Sublease Agreement prior to the date hereof, including its obligation to
indemnify and defend Sublessor from any 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 date hereof.
4.Notices. For purposes of Notice under Section 10 of the Sublease Agreement, the
following contact information shall be used for Subtenant beginning on the Assignment
Effective Date:
Subtenant
Blue Zones, LLC
200 Southdale Center
Edina, MN 55435
Attention: Amelia Clabots, Chief Financial Officer
General Counsel
Email: amelia@bluezones.com & Legal@bluezones.com
5.Benefit of the Agreement. This Assignment Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted assigns. Nothing
in this Assignment Agreement, express or implied, shall confer on any person or entity other
than the parties hereto, and their respective successors and permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this Assignment Agreement, including
any third party beneficiary rights.
6.Counterparts; Facsimile. This Assignment Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which, when taken together, shall be
deemed to be one Assignment Agreement. Delivery of an executed counterpart of a signature
page to this Assignment Agreement by hand, fax, or portable document format shall be
effective as the delivery of a fully-executed counterpart of this Assignment Agreement.
8. Authority. By signing below, the undersigned representative of each party warrants
and represents that he or she has full authority to execute this Assignment Agreement on behalf
of each Party respectively and to legally bind the party on whose behalf he or she is executing
this Assignment Agreement to the terms hereof.
Signatures on Next Page.]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Assignment
Agreement as of the date first above written.
CITY OF UKIAH, Sublessor SHARECARE, INC., Assignor
By: ___________________ By: __________________
Sage Sangiacomo, City Manager
BLUE ZONES, LLC, Assignee/Subtenant
By:____________________
Amelia Clabots, CFAO