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ASSIGNMENT AND ASSUMPTION AGREEMENT OF NON-PROFESSIONAL SERVICES AGREEMENT FOR EQUIPMENT AND SUPPLIES THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is made this 6th day of February 2024 ("Effective Date") among City of Redlands, a municipal corporation ("City"), Southern California Fleet Services Inc., a California corporation ("Assignor") and SVT Fleet, LLC, a California limited liability company, a wholly owned subsidiary of Velocity Vehicle Group ("Assignee"). WITNESETH: WHEREAS, the City and Assignor entered into that certain Agreement to Perform Non - Professional Services for Equipment and Supplies dated June 1, 2021, as amended and extended (the "Agreement") and WHEREAS, Assignor and Assignee entered into an agreement dated December 29, 2023 for Assignee to acquire all or substantially all of the assets of Assignor; and WHEREAS, Section 8.2 of the Agreement describes the process for assignment of the rights, duties, and obligations under the Agreement (a "transfer"), and specifies that such transfer requires the prior written consent of the City; and WHEREAS, the Assignee requested City to consent to the transfer of the Agreement; and WHEREAS, Assignee has demonstrated to the City's satisfaction that Assignee has the operational and financial ability to perform the terms of this Agreement; and WHEREAS, subject to City approval as provided in the Agreement, Assignor desires to convey and assign to Assignee, and Assignee desires and agrees to accept and assume all of the rights, duties, obligations, title and interest of Assignor with respect to the Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be bound hereby, agree as follows: 1. ASSIGNMENT. Assignor does hereby irrevocably convey, transfer and assign to Assignee, all of the rights, title, interest, duties and obligations of Assignor with respect to the Agreement (the "Assigned Interest"). 2. ASSUMPTION. Subject to the terms and conditions of this Assignment, Assignee hereby irrevocably accepts and assumes the Assigned Interest and from the Effective Date agrees to perform and be bound by all the terms, conditions and covenants of, and assumes the duties and obligations of Assignor with respect to, the Assigned Interest. 3. CITY APPROVAL OF ASSIGNMENT. Subject to the terms and conditions of this Assignment, the City hereby approves and consents to the assignment and assumption of the Agreement to Assignee. 1 I:\cmo\Agreements\SVT Fleet, LLC Assignment and Assumption Agreement FY23-0015.docx-ms