HomeMy WebLinkAboutAgreement A-25-485 Assignment of Agreement No. A-25-026.pdf Agreement No. 25-485
1 AGREEMENT FOR ASSIGNMENT OF RIGHTS AND DELEGATION OF DUTIES UNDER
2 AGREEMENT NO. A-25-026
3 This Agreement for Assignment of Rights and Delegation of Duties ("Assignment") is
4 dated September 23, 2025 and is between ECS Imaging, Inc., a California corporation
5 ("Assignor"), MCCi LLC, a Florida corporation ("Assignee" or "Contractor"), and the County of
6 Fresno, a political subdivision of the State of California ("County").
7 Recitals
8 A. The County and the Assignor entered into County Agreement No. A-25-026, dated
9 January 28, 2025 ("Agreement"), for the Assignor to provide software licenses, maintenance,
10 and support for Laserfiche Document Management Systems.
11 B. The Assignor informed the County in writing, with a letter dated May 1, 2025, that it has
12 merged with the Assignee and now together operate under the Assignee's legal entity.
13 C. Section 14.3 of the Agreement allows for the assignment of the Agreement with the
14 written consent of both parties. The Assignor wishes to assign, transfer, and delegate all of its
15 rights, benefits, responsibilities, and obligations under the Agreement to the Assignee.
16 D. The Assignee represents that it is willing and qualified to accept the assignment of rights
17 and delegation of obligations of the Assignor under the Agreement and agrees to each term and
18 condition of the Agreement.
19 E. The Assignor represents that it does not have any claims against the County, including
20 claims for payments.
21 F. The County and the Assignor now desire to assign the Agreement to the Assignee.
22 The parties therefore agree as follows:
23 Assignment
24 1. The Assignor hereby assigns to the Assignee all of the Assignor's rights and interests in
25 and to the Agreement; and further delegates to the Assignee all of the Assignor's duties,
26 obligations of performance, and liabilities under the Agreement.
27 Acceptance
28 2. The Assignee hereby accepts from the Assignor such assignment of the Agreement, and
1
1 3. The Assignee agrees, as a direct obligation to the County and without qualification or
2 reservation of rights, to perform each and every one of the Assignor's obligations and
3 responsibilities under the Agreement as though the Assignee was the signatory party to the
4 Agreement in lieu of the Assignor. As such, the Assignee agrees that its liability under the
5 Agreement shall include liability accruing as a result of the Assignor's, as well as Assignee's,
6 performance or failure to perform its obligations under the Agreement. By its acceptance of said
7 obligations of the Assignor under the Agreement, the Assignee further agrees to hold the
8 Assignor harmless from any liability for performance or nonperformance of such obligations,
9 from and after the effective date of this assignment throughout the remaining term of the
10 Agreement.
11 4. The Assignee represents to the County that the Assignee's agent for service of process
12 is in California, and that such agent's address for receiving such service of process in California,
13 which information the Contractor shall maintain with the office of the California Secretary of
14 State, is as follows:
15 1505 Corporation
CSC — Lawyers Incorporating Services
16 2710 Gateway Oaks Drive
Sacramento, CA 95833
17
The Assignee further represents to the County that if the Assignee changes its agent for
18
service of process in California, or the Assignee's agent for service of process in California
19
changes its address for receiving such service of process in California, which changed
20
information the Assignee shall maintain with the office of the California Secretary of State, the
21
Assignee shall give the County written notice thereof within five calendar days thereof pursuant
22
to Article 5 of Agreement No. A-25-026.
23
Authorization
24
5. Each person executing this Assignment in a representative capacity hereby warrants
25
and represents that he or she is authorized to do so and that his or her signature shall be
26
binding on that party.
27
6. The parties agree that this Assignment may be executed by electronic signature as
28
provided in this section. An "electronic signature" means any symbol or process intended by an
2
1 individual signing this Assignment to represent their signature, including but not limited to (1) a
2 digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically
3 scanned and transmitted (for example by PDF document) of a handwritten signature. Each
4 electronic signature affixed or attached to this Assignment is deemed equivalent to a valid
5 original handwritten signature of the person signing this Assignment for all purposes, including
6 but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the
7 same force and effect as the valid original handwritten signature of that person. The provisions
8 of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the
9 Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with
10 section 1633.1). Each party using a digital signature represents that it has undertaken and
11 satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
12 through (5), and agrees that each other party may rely upon that representation. This
13 Assignment is not conditioned upon the parties conducting the transactions under it by
14 electronic means and either party may sign this Assignment with an original handwritten
15 signature.
16 7. The parties agree that this Assignment is sufficient to assign the Agreement, and that
17 upon execution of this Assignment, the Agreement, and this Assignment, together shall be
18 considered the Agreement.
19 8. The Assignment and Agreement shall be effective retroactively to May 1, 2025. All
20 provisions, terms, covenants, conditions, and promises contained in the Agreement and not
21 amended shall remain in full force and effect.
22 [SIGNATURE PAGE FOLLOWS]
23
24
25
26
27
28
3
1 The parties are signing this Assignment on the date stated in the introductory clause.
2
ASSIGNOR ASSIGNEE
3
Debbi Bodewin(Aug 22,2025 09:23:06 PDT) Victor D'Aurio(Aug 26,202512:18:38 EDT)
5 Debbi Bodewin, Chief Consulting Officer Victor D'Aurio, Chief Operating Officer
6 5905 Brockton Avenue, Ste. C 3717 Apalachee Pkwy#201
Riverside, CA 92506 Tallahassee, FL 323111
7
8
9
10
11
COUNTY OF FRESNO
12
13
14 Ernest Buddy Mendes hairman of the Board of
Supervisors of the County of Fresno
15
Attest:
16 Bernice E. Seidel
Clerk of the Board of Supervisors
17 County of Fresno, State of California
18
19 By: _
Deputy
20
For accounting use only:
21
Org No.: 8905
22 Account No.: 7309/7311
Fund No.: 1020
23 Subclass No.: 10000
24
25
26
27
28
4