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HomeMy WebLinkAboutWILLDAN HOMELAND SOLUTIONS (3)A-2018-200-01 INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL JUN 2 b 2019 CONSENT TO ASSIGNMENT AND ASSUMPTION OF CONTRACT Effective as of the closing of the acquisition of the assets of Willdan Homeland Solutions ("Homeland"} by SenseMakers, LIX. ("SenseMakers"), City of Santa Ana, ("City"') hereby consents to the assignment of all right, title and interest of Homeland in and to that certain Professional Services Agreement (9 A-2018-200) between City and Homeland dated August 21, 2018, (the "Agreement") to SenseMakers and the assumption by SenseMakers of Homeland's obligations under the Agreement and the release of Homeland from all obligations under the Agreement. Acquiring company will provide notice of completion of assignment which upon notice will become the effective date. The parties hereto agree that all information including, without limitation, the terms of the transaction between Homeland and SenseMakers shall remain strictly confidential and shall not be utilized, directly or indirectly, by any party for any other purpose except and solely to the extent necessary to exercise rights and perform obligations under the Agreement, required by law or any applicable stock exchange regulations. City hereby agrees and acknowledges that, as of the date hereof, (i) no party to the Agreement is in default in the performance of any covenant, agreement, or condition contained in the Agreement, and (ii) the Agreement remains valid and is in full force and effect, with no offset rights by either party thereto against the other. Dated: June 5,2019 City of Santa Ana ri, i e Ridge 7< City Manager Approved as to Form: ATTEST: T mara Mogosian Norma Mite Assistant City Attorney Acting Clerk of the Council Recommended for Approval: Chief of Polic