1 Ref. Contract No. 10710 (CCS)
CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENT
This Consent, Assignment and Assumption Agreement ("Assignment”) is made and entered into effective as of May 1, 2024, by and between the CITY OF SANTA MONICA, a California municipal corporation (the "City"), located at 1685 Main Street, Santa Monica, CA 90401, and CONDUENT STATE & LOCAL SOLUTIONS, INC. ("Assignor"), located at 606 South Olive Street, Los Angeles CA 90014, and MODAXO TRAFFIC MANAGEMENT USA INC. , a Delaware corporation ("Assignee"), located at 1209 Orange Street, Wilmington, DE, 19801, with respect to the Contractual Services Agreement (City of Santa Monica Agreement No. 10710 (CCS)) for Parking Citation Issuance Systems Services dated November 28, 2018, as amended (the "Agreement"), by and between the City and Assignor.
WHEREAS, on December 28, 2023, Assignor announced a definitive agreement to sell its Curbside Management Solutions and Public Safety Solutions businesses, which includes the Agreement, to Assignee (the "Transaction"): and
WHEREAS, as part of the Transaction, Assignor’s rights, title and interest in and to the Agreement and all its duties and obligations will continue up to and including April 30, 2024, and Assignee’s rights, title and interest in and to the Agreement and all its duties and obligations will commence on and after May 1, 2024, and WHEREAS, pursuant to the Agreement, Assignor and Assignee have requested that the City consent to the assignment of the Agreement; and
WHEREAS, the City is willing to consent to the assignment of the Agreement on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City, Assignor, and Assignee, intending to be legally bound, agree as follows:
1. The foregoing recitals are true and correct and are incorporated herein by reference.
2. Effective May 1, 2024:
(a) Assignor hereby assigns all of Assignor's rights, title and interest, duties and obligations it may have under the Agreement arising after May 1, 2024, to Assignee; and
(b) Assignee hereby accepts the assignment of the Agreement from Assignor and acknowledges and represents to the City that Assignee will perform all of the duties and obligations of Assignor arising after May 1, 2024 under the Agreement, hereby assumes and accepts all the terms and conditions set forth in the Agreement, and by execution hereof, Assignee shall hereafter become a party to the Agreement and shall have all of the rights and be subject to and assume all of the obligations provided in the Agreement arising Docusign Envelope ID: 70AB7925-C898-4C2B-9C50-A1695B1A4557 2 on or after May 1, 2024.
3. The City hereby consents to the assignment of the Agreement from Assignor to Assignee and agrees that (i) it will accept the performance of Assignee of the duties and obligations under the Agreement arising after May 1, 2024 and (ii) this Assignment will not result in a breach or termination of the Agreement.
4. The City's consent herein shall not operate as a waiver of any prohibition against further assignments without the City's consent as provided in the Agreement.
5. Any notices required by the terms of the Agreement shall be delivered as directed therein to Assignee at the address set forth in the introductory paragraph of this Assignment, or to such other address as Assignee may furnish in writing in accordance with the Agreement.
6. Except as otherwise set forth herein, the terms and conditions of the Agreement shall remain in full force and effect between the City and Assignee. In case of a perceived conflict between the terms of the Agreement and the terms of this Assignment, the terms of this Assignment shall govern.
7. The individuals executing this Assignment on behalf of the parties represent that they have full authority to execute this document on behalf of the entity for which they are acting herein.
8. This Agreement may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification. Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).
Docusign Envelope ID: 70AB7925-C898-4C2B-9C50-A1695B1A4557 3 IN WITNESS WHEREOF, the parties execute this Consent, Assignment and Assumption Agreement as of the date first written above.
Assignor
Conduent State & Local Solutions, Inc.
By: ______________________________
Name: ________________
Title: Asst. Secretary
Assignee
Modaxo Traffic Management USA Inc.
By: ______________________________
Name: ________________
Title: President
ATTEST:
______________________________
NIKIMA NEWSOME
City Clerk
APPROVED AS TO FORM:
______________________________
DOUGLAS SLOAN
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
DAVID WHITE
City Manager
Docusign Envelope ID: 70AB7925-C898-4C2B-9C50-A1695B1A4557 Roderick Jones
Michael Fisherman
4 Docusign Envelope ID: 70AB7925-C898-4C2B-9C50-A1695B1A4557