21-1201_MCCI, LLC_Assignemnt AgreementCITY OF SAN JUAN CAPISTRANO
CONSENT TO ASSIGNMENT AGREEMENT
THIS CONSENT TO ASSIGNMENT AGREEMENT ("Consent") is made as of this 1st
day of December 2021, ("Effective Date"), by and among the City of San Juan
Capistrano ("City"), Wilson Automation Technology, LLC, a California Limited Liability
Company, ("Assignor"), and MCCi, LLC a Florida State Limited Liability Company
Assignee"). City, Assignor and Assignee may be individually referred to herein as a
party," and collectively referred to as the "parties."
RECITALS
A. City and Assignor have entered into an Agreement for the Laserfiche Software
Assurance Plan (LSAP), including ongoing licensing fees, software updates,
technical support and maintenance for the City's Laserfiche Program dated July
1, 2020 ("Agreement"). A copy of the Agreement is attached hereto as Exhibit A
and incorporated herein by this reference.
B. Assignor now desires to assign to Assignee all of its rights, duties, and
obligations in, to, and under the Agreement ("Assignment").
C. Pursuant to Section 9 of the Agreement, "Assignment and Subconsultant," the
Assignment shall not be operative except upon the written consent of the City
and any attempted assignment without such consent shall be invalid and void.
D. Assignor and Assignee desire to obtain City's consent to the Assignment and
City is willing to consent to the Assignment on the following terms and conditions.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Consent, and for valuable consideration, the receipt and sufficiency of which are
acknowledged by the parties, the parties agree as follows.
1. Representations and Warranties. Assignor and Assignee jointly represent and
warrant to the City:
1.1 That Assignee is an organization in good standing and validly existing
under the laws of the State of California.
1.2 That, upon execution of this Consent, the execution, delivery and
performance of the Agreement by Assignee has been duly authorized by Assignor,
Assignee and City.
2. Assumption and No Release. Assignee expressly assumes, acknowledges
and agrees for the benefit of City to be bound by, and to perform and comply with, every
obligation of Assignor under the Agreement. City shall have the same rights and
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remedies as against the Assignee as City has under the terms and provisions of the
Agreement against Assignor with the same force and effect as though every such duty,
obligation, responsibility, right or remedy were set forth herein in full.
3. Insurance and Indemnity. Without limiting Assignee's obligations under the
Agreement following the Assignment, the insurance and indemnity provisions applicable
to the Agreement are hereby expressly incorporated by reference and shall continue to
apply. This provision shall not be interpreted to be exclusionary.
4. References. All references and meaning assigned to the term "Consultant" in
the Agreement shall be understood to mean MCCi, LLC, and shall include all of the
corresponding rights, obligations and benefits thereof as provided by this Consent and
the Agreement.
5. Subsequent Assignments. This Consent does not constitute a consent to any,
subsequent assignment and does not relieve Assignee, or any person claiming under or
through Assignee, of the obligation to obtain the consent of City under Section 9 of the
Agreement to any future assignment. Notwithstanding the foregoing, City may consent
to subsequent assignments of the Agreement, or amend the Agreement without
notifying Assignor, including but not limited to any of Assignor's guarantors, and without
obtaining their consent, and that action by Assignee will not relieve those persons of
liability.
6. Default; Breach. In the event of any default or breach of Assignee under the
Agreement, City may proceed directly against Assignee, any guarantors, or anyone else
liable under the Agreement without first exhausting City's remedies against any other
person or entity liable under the Agreement to City. Notwithstanding the foregoing, any
act or omission of Assignee, or anyone. claiming under or through Assignee, that
violates any of the provisions of the Agreement will be deemed a default under the
Agreement by Assignor.
7. Termination. Notwithstanding the parties' desire, intent and agreement to
modify the Agreement through the Assignment and this Consent, should the City, at its
sole discretion, wish to cancel, void or terminate the Agreement at any future time, the
City may do so by providing written notice of termination to Assignee in accordance with
the termination provisions of the Agreement. In such an event, simultaneously upon the
giving of written notice of termination in accordance with the terms of the Agreement,
the Agreement and this Consent shall be deemed canceled, voided and terminated.
8. Effect of Execution. Assignee's execution of this Consent shall be deemed an
execution by Assignee of the Agreement. Upon execution of this Consent, Assignee
shall be deemed a signatory and party to the Agreement as if Assignee had directly
executed the Agreement. Assignee agrees to be firmly bound by all covenants,
obligations and conditions of the Agreement by its execution hereunder.
9. General Provisions.
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9.1 Invalidity. If this Consent or the Assignment is determined by a court,
administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by
any rule of law or public policy, the Agreement as originally executed shall nevertheless
be deemed to remain in full force and effect as if this Consent and the Assignment had
not been made or attempted.
9.2 Severability. If any term or other provision of this Consent is determined
by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being
enforced by any rule of law or public policy, all other conditions and provisions of this
Consent shall remain in full force and effect.
9.3 Governing Law. This Consent will be construed in accordance with and
will be governed by the laws of the State of California.
9.4 Notices. Notices, offers, requests or other communications required or
permitted to be given by the parties pursuant to the terms of this Consent shall be given
in writing to the respective parties.
CITY:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: City Clerk's Office
ASSIGNOR:
Wilson Automation Technology, LLC
2440 Ease 21 st Street
Signal Hill, CA 90755
Attn: Alex Wilson
ASSIGNEE:
MCCI, LLC
3717 Apalachee Parkway, Suite 201
Tallahassee, FL 32311
Attn: Legal Department
9.5 Counterparts. This Consent may be executed in counterparts, each of
which shall be deemed to be an original but all of which shall constitute one and the
same agreement.
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9.6 Binding Effect; Assignment. This Consent shall inure to the benefit of
and be binding upon the parties hereto and their respective legal representatives and
successors, and nothing in this Consent, express or implied, is intended to confer upon
any other person any rights or remedies of any nature whatsoever under or by reason of
this Consent. Assignee may not assign this Consent nor any rights or obligations
hereunder, without the prior written consent of the City, and any such assignment shall
be void.
9.7 Authority. Each of the parties hereto represents to the other parties that
a) it has the requisite power and authority to execute, deliver and perform this Consent;
b) the execution, delivery and performance of this Consent has been duly authorized
by all necessary corporate or other actions; (c) it has duly and validly executed and
delivered this Consent; and (d) this Consent is a legal, valid and binding obligation,
enforceable against it in accordance with its terms.
9.8 Interpretation. The headings to sections contained in this Consent are
included for reference purposes only and shall not affect or modify in any way the
meaning or interpretation of this Consent.
9.9 Attorneys' Fees. Should any of the parties initiate any action at law or in
equity to enforce or interpret the terms of this Consent, the prevailing party(ies) shall be
entitled to reasonable attorneys' fees and legal costs from the non -prevailing party(ies)
in addition to any other appropriate relief.
9.10 Waiver. Except as explicitly stated in this Consent, nothing contained in
this Consent will be deemed or construed to modify, waive, impair or affect any of the
covenants, agreements, terms, provisions or conditions contained in the Agreement. In
addition, City's acceptance and waiver of any breach of this Consent by Assignee,
Assignor or anyone else liable under the Agreement will not be deemed a waiver by City
of any other provision of this Consent or the Agreement.
9.11 Entire Agreement; Amendment. This Consent constitutes the final,
complete and exclusive statement between the parties to this Consent pertaining to the
terms of City's consent to the Assignment, and supersedes all prior and
contemporaneous written and oral agreements. No party has been induced to enter
into this Consent by, nor is any party relying on, any representation or warranty outside
those expressly set forth in this Consent. Any agreement made after the date of this
Consent is ineffective to modify, waive or terminate this Consent, in whole or in part,
unless that agreement is in writing, is signed by the City and Assignee, and specifically
states that agreement modifies this Consent.
SIGNATURES ON FOLLOWING PAGE]
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WHEREFORE, the City, Assignor and Assignee have executed this Consent as of the
Effective Date first set forth above.
IMSIAsit"
City of San Juan Capistrano
By:
Printed Name:
Its:
FOR ASSIGNEE:
MCCi LLC
E- E by on Barstow
By: on - 0 GMT
Printed Name: Donny Barstow
Its:
President & CEO
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FOR ASSIGN
Wilson tomation Technology, LLC
By:
Printed Name:
Its: ck 1 N -VS -
Benjamin Siegel
City Manager
EXHIBIT A
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
CITY OF SAN JUAN CAPISTRANO AND
WILSON AUTOMATION TECHNOLOGY, LLC
Attached Behind This Page]
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