1 CONSENT TO ASSIGNMENT OF THE ENTERPRISE SOFTWARE LICENSE AGREEMENT THIS CONSENT TO ASSIGNMENT (this "Consent") is entered into by and among the City of Redondo Beach, a chartered municipal corporation (“City”), ArchiveSocial, Inc. a North Carolina corporation dba ArchiveSocial (“Assignor”), and CivicPlus, LLC, a Kansas limited liability company (“Assignee”).
WHEREAS, on July 1, 2016, the City and Assignor entered into an Enterprise Software License Agreement (the “Agreement”); and
WHEREAS, on June 9, 2022, Assignee wholly acquired all interest in and ownership of Assignor and inherited all rights and obligations under Assignors agreements; and WHEREAS, Section 16 of the Agreement prohibits assignment by Assignor; and WHEREAS, Assignee has sought permission to transfer the Agreement from Assignor to Assignee despite the prohibition in the Agreement; and
WHEREAS, Assignor represents and warrants that it has the authority to assign the Agreement to the Assignee for the purpose of this Consent; and WHEREAS, the City wishes to provide its consent to the assignment of the Agreement from Assignor to Assignee subject to the terms and conditions contained herein; NOW THEREFORE, in consideration of the mutual covenants and promises contained herein and intending to be legally bound, the parties agree as follows:
1. The City consents to the assignment of the Agreement from Assignor to Assignee, provided that this Consent shall not impose any additional obligations on the City or otherwise affect any of the City's rights under the Agreement.
2. Assignor hereby grants, conveys, transfers, assigns, and sets over its entire rights and delegates its entire obligations under the Agreement to Assignee.
3. Assignee accepts the assignment of the Agreement and acknowledges and represents to City that it will assume each and every term, obligation and condition as set forth in the Agreement, whether arising prior to, on, or subsequent to the date of this Consent, which is hereby assigned to Assignee.
4. City shall remit payments relating to Assignor services and/or products and services covered under the Agreement to Assignee.
5. Except as otherwise set forth herein, the terms and conditions of the Agreement, shall remain in full force and effect between the parties.
6. The individuals executing this Consent represent that they have full authority to execute this document on behalf of the entity for whom they are acting herein. In the event the parties for Assignor and Assignee are not duly authorized to enter into and execute this Consent, the parties shall be personally liable to the City. 2 7. If any provision of this Consent is found invalid or unenforceable, the decision shall affect only the provision interpreted, and all remaining provisions shall remain enforceable to the fullest extent permitted by law.
8. This Consent may be modified or amended only by a subsequent writing executed by all of the parties.
9. This Consent shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law.
10. In the event of any dispute arising hereunder, venue for any action shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.
11. In the event of any dispute arising out of this Consent, the prevailing party shall be entitled to its reasonable attorney’s fees and costs, including expert witness fees.
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3 IN WITNESS WHEREOF, the parties have executed this Consent in Redondo Beach, California, as of this 16th day of May, 2023.
CITY OF REDONDO BEACH,
a chartered municipal corporation
___________________________
William C. Brand, Mayor
ASSIGNOR ASSIGNEE
ArchiveSocial, Inc., CivicPlus, LLC, a Kansas limited
a North Carolina corporation dba ArchiveSocial liability company By: _______________________ By: _______________________ Name: _______________________ Name: _______________________ Title: _______________________ Title: _______________________ ATTEST: APPROVED:
__________________________ __________________________
Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
___________________________
Michael W. Webb, City Attorney