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EVENT ASSIGNMENT AGREEMENT
This Assignment Agreement (“Agreement”) is effective as of the date of last signature
(“Effective Date”) and made by and between LABEVENTS, INC. (“LabEvents”), a non-profit
corporation, of 1644 Division St. Muskegon, MI 49441, and the City of Muskegon (the “City”), a
municipal corporation of 933 Terrace St, Muskegon, MI 49440 (collectively referred to as the
Parties”) with regard to the following facts and circumstances.
Background
A. Whereas, City is the owner and operator of a large scale event known as Taste of
Muskegon (“Taste” or the “Event”);
B. Whereas, LabEvents desires to acquire ownership and operation of the Event and
related assets from the City;
C. Whereas, City agrees to transfer and assign all rights, title, and interest in the Event
to LabEvents, and LabEvents agrees to accept such transfer and assignment, on the terms and
conditions set forth herein.
NOW, THEREFORE, based on these recitals and the mutual promises set forth herein, the
parties agree as follows:
1. Consultation Period. From the Effective Date until August 31, 2025 (the
“Consultation Period”), the Parties agree to cooperate fully to ensure a smooth and efficient
transfer of the Event. LabEvents shall take operational control of the Event on December 1, 2024.
During the Consultation Period, City will provide information, documents, and access to its
decision-making process for various aspects of the Event, including but not limited to board
meetings, operational procedures, logistics, vendor and exhibitor contracts, sponsorship
agreements, marketing and promotion strategies, attendee data, financial records, and any other
relevant documentation. City will provide LabEvents with access to all necessary resources and
information and City staff will be reasonably available to meet with LabEvents as needed. The
Parties will work collaboratively to address any issues that arise.
2. Consideration. City agrees to provide a one-time payment of Twenty-Five
Thousand and 00/100 Dollars ($25,000.00) to LabEvents on or before December 1, 2024, to
support the initial startup costs incurred by LabEvents and in exchange for the Assets identified
on Schedule A. If City resumes control of the Event as further described in Paragraph 3, LabEvents
is obligated to reimburse the full amount of Twenty-Five Thousand and 00/100 Dollars
($25,000.00) and return the assets identified in Schedule A to City at no additional cost. However,
the reimbursement amount will be reduced by Twelve Thousand Five Hundred Dollars
($12,500.00) after each of the following events: Taste 2025 and Taste 2026. In addition, the City
agrees to waive the Special Event Application fee and Hackley Park use fee for each of the
following events: Taste 2025 and Taste 2026.
3. Event Reclamation. City may, for good cause, terminate this Agreement any time
before July 1, 2026, on not less than thirty (30) days written notice to LabEvents sent by certified
1
mail to LabEvents. If City terminates this Agreement for good cause, LabEvents shall reimburse
the City and return all assets related to the operation of the Event as further described in Paragraph
2. “Good cause” is limited to:
a. LabEvents failure to maintain a general footprint for the Event as identified on
Schedule B which contains the basic elements shown on Schedule B. As long as
the general elements are present, the boundaries of the Event and locations of
certain items may change from time to time, subject to the City’s Special Event
Policy in place at such a time.
LabEvents failure to maintain at least 25 food vendors at each Taste.
c. LabEvents failure to comply with all requirements of law and all ordinances,
regulations or orders of any state, municipal, or other public authority affecting the
Event.
4. Option to Purchase. If at any time prior to July 1, 2028, LabEvents desires to stop
producing the Event, including if LabEvents seeks to sell the Event, City shall have a Right of
First Refusal (“ROFR”) to assume operations of the Event, at the City’s sole discretion, and
purchase all assets related to the operation of the Event(s) for One Dollar ($1.00). LabEvents shall
provide written notice to City of its intention to stop producing the Event. City shall have sixty
(60) days to exercise its ROFR an assume operational control and purchase the related assets by
providing written notice to LabEvents. If City fails to exercise its ROFR within such 60-day period,
then LabEvents may cease production of the Event(s) and/or sell the related assets to a third party.
5. LabEvents Representations and Warranties. LabEvents represents and warrants
to City the following:
a. LabEvents has full capacity, power and authority to enter into this Agreement and
to carry out the transactions contemplated by this Agreement and that this
Agreement is binding upon LabEvents and is enforceable against such LabEvents
in accordance with the terms of this Agreement. LabEvents’ representations,
warranties, and obligations in this Agreement shall survive the signing of this
Agreement until July 1, 2028.
b. To the Knowledge of LabEvents, there are no Actions pending or, to the Knowledge
of the LabEvents, threatened, against LabEvents before or by any Person. To the
Knowledge of LabEvents, there are no existing facts or circumstances that would
be reasonably expected to give rise to any such Actions.
6. Liabilities. LabEvents shall not assume nor be bound by any duties,
responsibilities, obligations, debts, or liabilities of any kind or nature, known, unknown, contingent
or otherwise (collectively, “Liabilities”) of City except for (1) those Liabilities arising as result of
LabEvents’ ownership and operation of the Event at and after the Effective Date or (ii) the breach
or inaccuracy of any representation, warranty or agreement of LabEvents in this Agreement (the
“Assumed Liabilities”) provided, however, that LabEvents shall not assume any Liabilities of the
Event that arise out of or relates to (i) the breach or inaccuracy of any representation, warranty or
agreement of City in this Agreement (ii) those Liabilities arising as a result of the City’s ownership
and operation of the Event prior to the Effective Date, or (iii) any time prior to the Effective Date.
LabEvents shall assume and hereby agrees to pay, perform and discharge when due any and all
Assumed Liabilities.
7. Notices. Any notices required to be made under this Agreement shall be made in
writing to the address of the appropriate party as set forth below. All such notices shall be deemed
to have been duly given and received upon the transmission of an e-mail when sent by e-mail to
the other party; three (3) business days after mailing by certified mail return receipt requested; or
upon delivery by courier or personal delivery service. Parties may alter or modify their notice
address by delivery of written notice pursuant to the terms of this Agreement.
To City: City of Muskegon
Attn: City Manager
933 Terrace Street
Muskegon, MI 49440
With a copy to: Parmenter Law
601 Terrace Street
Muskegon, Michigan 49440
Attention: John Schrier
E-mail: john@parmenterlaw.com
To LabEvents: LabEvents
1644 Division St
Muskegon, MI 49441
Attention: Allen Serio
E-mail: allenserio@gmail.com
With a copy to: JAJ Consulting, PC
PO Box 482
Muskegon, Michigan 49443
Attention: Jeffery Jacobson
E-mail: jajlaw@outlook.com
8. Assignment. LabEvents shall not assign this Agreement without City’s prior
consent, which consent may be withheld or granted in City’s sole and absolute discretion.
9. Contract. It is further understood and acknowledged that the terms of this
Agreement are contractual, and not a mere recital, that there are no agreements, understandings,
or representations made by any party to this Agreement or persons acting on their behalf, to induce
the undersigned to enter into this Agreement, except as expressly referenced or incorporated within
this Agreement. This Agreement will be governed by the laws of the State of Michigan.
10. Entire Agreement; Amendment. The Parties agree that this Agreement contains
the entire agreement and understanding of the Parties, and that there are no additional promises or
terms of agreement between the Parties other than those written in this Agreement. Any
amendment, modification, or waiver of any provision is valid only if it is in writing and signed by
the Parties. This Agreement supersedes any prior verbal or written understandings or agreements
of the Parties. The terms and conditions of this Agreement shall be binding upon and inure to the
benefit of the respective Parties and their successors and assigns.
11. Severability. If any part of this Agreement for any reason is invalid, such invalidity
shall not affect the validity of any of the remaining portions hereof, which shall in all respects
continue in full force and effect as if this Agreement had been executed without the invalid portion.
12. Counterparts. This Agreement may be executed in counterparts, and each set of
duly delivered identical counterparts which includes all signatories, shall be deemed to be one
original document. Electronic copies and/or electronic signatures shall be considered valid and
enforceable.
13. Headings. The headings contained herein are for the convenience of the parties
and are not to be used in construing this Agreement.
LABEVENTS, INC., City of Muskegon
a Michigan Non-Profit Corporation
Name: (A Se@ Name: Ken Johnsén
Title: Drtw Title: Mayor
Date: 7/ ZU] Date: __// -Lh -~a oY
pn Yo
Name: Ann Meisch
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Title: Clerk
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Schedule A
Asset List
Physical Assets
Storage Semi Trailer
Taste of Muskegon merchandise
Taste of Muskegon T-Shirts (vol / committee / etc)
Pink Barricades
Green Fencing
20x40 High Top Tent
_PVC Map Frames & Legs
Garbage Bags
All Taste Related Banners / Signage
Terra-cycling Box
Unused Wrist Bands & Tickets
Totes of Supplies for Tents (spirits / kids zone / banding / etc)
Totes of Other Supplies (judging / volunteer)
| Misc Totes
Storage Shelving
Wooden A-Frame Signs
Wonderland Bourbon / Vodka / Gin
Aluminum Steps for Trailer
PVC tubing & T-posts
String Lights
Eurmax Standard 10x10 w Sidewalls
Bin of Tent Spare Parts
Digitial Assets
‘Domain name(s)
Admin access to social media accounts
Website hosting takeover/transfer
Logos / digital artwork
Contact lists for vendors, suppliers, media partners, related businesses
Accessitransfer of website accounts (ie: Volunteer systems, advertising platforms)
Files and templates used for event planning and production
Schedule B
Event(s) Footprint
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