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<br />. ORIGINAL <br /> <br />CONSENT TO ASSIGNMENT AGREEMENT <br />BY AND BETWEEN THE <br />CITY OF REDWOOD CITY, CALIFORNIA, <br />AND <br />VERDE DESIGN, INC. <br />(Formerly known as Beals Alliance) <br /> <br />PREAMBLE <br /> <br />This consent to assignment agreement ("Consent Agreement") is made and entered into on <br />this 1 st day of July 2007 ("Effective Date"), by and between the City of Redwood City, California, a <br />chartered California municipal corporation, with its principal place of business located at 1017 <br />Middlefield Road, Redwood City, California 94063 ("City"), Beals Alliance, a California Corporation, <br />with its principal place of business located at 3400 Bradshaw Road, Suite B, Sacramento, CA <br />915827 ("Beals Alliance" or "Assignor") and Verde Design, Inc., a California Corporation, with its <br />principal place of business located at 2455 The Alameda, Suite 200, Santa Clara, California 95050 <br />("Verde Design" or "Assignee"), the intended successor in interest to Beals vis-a-vis the projects <br />described below. City, Beals and Verde may be individually referred to in this Consent Agreement <br />as a "Party" or collectively as the "Parties" or the "Parties to this Consent Agreement." <br /> <br />RECITALS <br /> <br />A. City and Beals entered into two agreements entitled, "Agreement for Design and <br />Engineering Services for the Sports Fields Synthetic Turf Conversion Project (Beals Alliance),", <br />dated September 16, 2005, and "Agreement for Design and Engineering Services for the Sports <br />Fields Synthetic Turf Conversion Project at Marlin and Sandpiper Parks"," dated December 4, 2006 <br />(the "Original Agreements") in which Beals Alliance agreed to provide landscape architectural/civil <br />engineering services to the City; <br /> <br />B. <br />follows: <br /> <br />Section 24 of the Original Agreements entitled Successors and Assigns provides as <br /> <br />"It is mutually understood and agreed that this Agreement will be binding upon the Parties <br />and their respective successors. Neither this Agreement nor any part of it nor any monies due or to <br />become due under it may be assigned by Consultant without the prior written consent of City, which <br />will not be unreasonably withheld." <br /> <br />C. The City has been informed that due to the reorganization and acquisition of the Beals <br />Alliance Santa Clara Office by Verde Design, that Verde Design is the newly incorporated separate <br />legal entity and as such will continue to provide the services to the City under the Original <br />Agreements. Beals Alliance desires to have the City consent to the assignment of all rights, <br />obligations and interest in the Original Agreements accruing on or after July 1, 2007 from Beals <br />Alliance to Verde Design; <br /> <br />D. Based on the final approval of the acquisition, it is the desire of City to formally <br />consent to the assignment by Beals Alliance of all its rights, obligations and interest in the Original <br />Agreements accruing on or after July 1, 2007 to Verde Design. <br /> <br />ATTY/AGRJ2007.035 <br />081607 <br /> <br />Page 1 of3 <br />