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Attachment 2 ! „ I e — 2 <br />ASSIGNMENT AND ASSUMPTION AGREEMENT <br />(CURTIS WILLIAMS / MHA ENVIRONMENTAL CONSULTING, INC.) <br />(GENERAL PLANNING SERVICES) <br />THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ( "Assignment <br />Agreement ") is made and entered into this day of June, 2003, by and between the <br />CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of <br />California ( "City "), CURTIS WILLIAMS AND ASSOCIATES ( "Assignor") and MHA <br />ENVIRONMENTAL CONSULTING, INC., of San Mateo, California ( "Assignee "), and is <br />made with reference to the following facts: <br />RECITALS <br />A. On June 14, 2002, City and Assignor entered into that certain Agreement <br />for Professional Services concerning general planning, parking and zoning issues (the <br />"Agreement "). <br />B. Paragraph 4 of the Agreement allows Assignor to assign rights and <br />obligations under the Agreement upon written approval of the City. <br />C. On July 1, 2003, Assignor will be acquired by Assignee. <br />D. Assignor desires to assign its interest in the Agreement to Assignee. <br />Further, Assignee desires to accept assignment of Assignor's interest in the Agreement <br />and City consents to the assignment of the interest in the Agreement from Assignor to <br />Assignee. <br />NOW THEREFORE, incorporating the above recitals and in consideration of the <br />covenants and obligations set forth herein, the parties hereto agree as follows: <br />1. Assignment. Assignor hereby assigns to Assignee all of Assignor's rights <br />F:Atty /Agr /Agr.129 <br />062503 1 <br />