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