20-1207_CLIFTON LARSON ALLEN, LLP_Assignment & Assumption Agreement65273.00300\33457519.1 1
CITY OF SAN JUAN CAPISTRANO
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment”) is made as of the
____ day of December 2020, by and among the City of San Juan Capistrano, a municipal
corporation organized and operating under the laws of the State of California with its principal place
of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 (“City”), and White Nelson
Diehl Evans LLP, a California limited liability partnership with its principal place of business at 2875
Michelle Drive, Suite 300, Irvine, CA 92606 (“Assignor”), and CliftonLarsonAllen LLP, a registered
limited liability partnership formed under Chapter 323A of the Minnesota Statutes, as amended
from time to time (“Assignee”). City, Assignor, and Assignee are sometimes individually referred
to as “Party” and collectively as “Parties” in this Assignment.
R E C I T A L S
A. WHEREAS, on or about May 17, 2016, the City and Assignor entered into an agreement
entitled “Professional Services Agreement,” Agreement No. 16-0517 (as amended, the
“Agreement”), under which Assignor agreed to provide to the City professional independent audit
services pursuant to the terms of the Agreement; and
B. WHEREAS, on or about February 20, 2018, the City and Assignor entered into a First
Amendment to the Agreement, which increased the not-to-exceed compensation amount for
additional costs associated with Assignor’s preparation of the City’s State Controller’s Report; and
C. WHEREAS, on or about October 14, 2020, Assignor notified the City that, effective as
of November 1, 2020, the assets of Assignor were being acquired by Assignee but that the
services Assignor agreed to provide to the City pursuant to the Agreement would “continue to be
provided by the partners, managers and staff from [Assignee’s] Irvine office” (i.e., the offices of
Assignor) and that the “transition [would] be seamless as it relates to the services [Assignor is]
currently providing to” the City; and
D. WHEREAS, effective November 1, 2020, Assignor desires to assign and transfer its
ongoing rights, duties and obligations under the Agreement to Assignee (the “Conveyance”), and
Assignee desires to accept said assignment and transfer and expressly assume all ongoing rights,
duties and obligations of Assignor relating to the Agreement subject to the conditions stated
herein.
NOW THEREFORE, for good and valuable consideration the receipt and adequacy of
which are acknowledged, Assignor and Assignee agree as follows:
Section 1. Assignment and Assumption of Agreement. Effective November 1, 2020,
Assignor absolutely and unconditionally assigns and transfers to Assignee, its successors and
assigns, and Assignee absolutely and unconditionally assumes, all of Assignor’s rights, duties,
obligations and liabilities under the Agreement with regard to the provision of professional
independent audit services to the City on or after that date. The City does not release Assignor
from fully performing all duties and obligations of Assignor under the Agreement through
October 31, 2020, and likewise does not release Assignor from any claims the City may have for
breach, non-performance, or indemnity that arise out of the Agreement and Assignor’s actions
through that same date.
7th
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Section 2. Conditions Precedent. The following are conditions precedent to the City’s
consent under this Assignment. The effective date (“Effective Date”) of this Assignment shall be
the date all of the conditions precedent have been met to the City’s satisfaction:
a. Receipt by the City of the executed original of this Assignment;
b. Receipt by the City of evidence of insurance, as required by the City under the
Agreement, in the name of Assignee;
c. No “Event of Default” shall have occurred and be continuing under the Agreement.
Section 3. Knowledge of Agreement. Assignee represents and warrants that Assignee
has personal knowledge of all terms and conditions of the Agreement, and further agrees that the
City has no obligation or duty to provide any information to Assignee regarding the terms and
conditions of the Agreement before the execution of this Assignment. Assignee understands and
acknowledges that, except as expressly provided herein, the City has not waived any of its rights
or any of the obligations of Assignor under the Agreement.
Section 4. Release of Assignor. Upon this Assignment becoming effective, Assignor
will be forever relieved and discharged from any obligation under the Agreement to provide
professional independent audit services to the City after October 31, 2020 and from any liability
to the City arising out of the professional independent audit services that Assignee provides to
the City after that same date.
Section 5. Consent to Transfer. Subject to the terms hereof, the City hereby consents
to the Conveyance of the Agreement as contemplated by this Assignment.
Section 6. No Other Changes. Except as expressly provided in this Assignment, the
Agreement shall remain unchanged and in full force and effect.
Section 7. Headings and Exhibits. The captions and headings of sections and
paragraphs in this Assignment are for convenience only and are not to be interpreted as
controlling, or affecting the subject matter contained thereunder. All recitals in this Assignment
are incorporated and made a part hereof by reference.
Section 8. Conflict of Provisions. In the event of a conflict between this Assignment
and the terms in Agreement, the terms of this Assignment shall prevail.
Section 9. Counterparts. This Assignment may be executed in any number of
counterparts each of which shall be deemed an original, but all such counterparts together shall
constitute but one agreement.
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