Agmt07 RMT, Inc. - (formerly known as MHA Environmental Consulting, Inc.)

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ORIGINAL CONSENT TO ASSIGNMENT AGREEMENT , BY AND BETWEEN THE CITY OF REDWOOD CITY, CALIFORNIA, AND RMT, INC. (Formerly known as MHA ENVIRONMENTAL CONSULTING, INC.) PREAMBLE This consent to assignment agreement ("Consent Agreement") is made and entered into on this 3 \ day of :ru..,\~ ,2007 ~l'Effective Date"), by and between the City of Redwood City, Califomia, a charter city and mu IClpal corporation of the State of California, with Its pnnclpal place of business located at 1017 Middlefield Road, Redwood City California 94063 ("City") and RMT, Inc., aLJI5{1lt\':l~n Corporation, with its principal place of business located at 4 West Fourth Avenue, Suite 303, San Mateo, CA 94402 ("RMT" or "Assignee"). City and RMT may be individually referred to in this Consent Agreement as a "Party" or collectively as the "Parties" or the "Parties to this Consent Agreement." RECITALS A. City and MHA Environmental Consulting, Inc., a California corporation with its principal place of business located at 4 West Fourth Avenue, Suite 203 San Mateo California 94402 entered into an agreement ("Original Agreement") by which MHA would provide contract planning and environmental services for the Graniterock Use Permit for Installation of an Asphalt Drum Plant and Shop/Asphalt Materials Test Lab Building Replacement Project and Initial Study/Mitigated Negative Declaration, dated April 2, 2007, B. Section 24 of the Original Agreement is entitled Successors and Assiqns and provides as follows, "Neither this Agreement. nor any part of it, nor any monies due or to become due under it may be assigned by Consultant without the prior consent of City, which will not be unreasonably withheld." C. The City has been informed that due to the merger/acquisition of MHA and RMT, that RMT is the surviving entity and as such will continue to provide the services to the City under the Original Agreement. MHA desires to have the City consent to the assignment of all rights, obligations and interest in the Original Agreement from MHA to RMT; D. Based on the final approval of the merger/acquisition, it is the desire of City to formally consent to the assignment by MHA of all its rights, obligations and interest in the Original Agreement to RMT. In consideration of the above referenced recitals and the following mutual covenants, commitments and obligations, the Parties agree, as follows: CONSENT AGREEMENT PROVISIONS 1. Based on a written request received by the City from the RMT, Inc., (and contingent upon the finalization of the merger) City hereby consents to the assignment of the Original Agreement and all of the rights, duties, obligations and interest set forth therein from MHA to RMT. This consent is based on representations made by RMT and MHA, and all the duties and obligations of MHA to perform specified services included in the Original Agreements shall be performed by RMT after the merger is complete. This Consent is effective as of the completion of the merger. If, for any reason, the pending merger is not completed, this Consent Agreement shall be deemed void and MHA shall continue to be bound to perform the obligations set forth in the Original Agreements. ATY/AGR/2007.029 062707