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ASSIGNMENT AND ASSUMPTION OF CONTRACT <br />THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT ("Assignment") is <br />entered into on March 3, 2017, by and between Whitley, Burchett and Associates Inc., a <br />California corporation ("Assignor"), and West Yost and Associates, Inc., a California <br />corporation ("Assignee"). <br />Recitals <br />A. Assignor is the Consultant under that certain Design Professional <br />Agreement, dated February 17, 2012, and its amendments (the "Service Contract"), by <br />and between Assignor, as Consultant, and the City of Redwood City ("City"), which <br />Service Contract engages Assignor to provide professional engineering services until <br />completion of services. <br />B. Assignee (as Buyer) and Assignor (as Seller) have entered into that certain <br />Asset Purchase Agreement, dated as of March 3, 2017, (the "Purchase Agreement") <br />pursuant to which Assignor is selling and assigning, and Assignee is purchasing, certain <br />assets of Assignor, including all right, title and interest of Assignor under the Service <br />Contract. <br />C. Pursuant to Paragraph 24 of the Service Contract, Assignor is required to <br />give notification to City of Redwood City and request City's prior written consent which <br />shall not be unreasonably withheld in the event that Assignor desires to assign the Service <br />Contract. <br />D. Subject to the terms and conditions set forth herein, Assignor desires to <br />assign to Assignee all of Assignor's rights, duties, obligations and interest in and to the <br />Service Contract and Assignee desires to accept and assume such rights, duties, <br />obligations and interest from Assignor. <br />Agreement <br />NOW, THEREFORE, in consideration of the foregoing recitals, and the <br />covenants, agreements and indemnities set forth herein, and for other good and valuable <br />consideration, the receipt and sufficiency of which is hereby acknowledged, the parties <br />hereto agree as follows: <br />1. Assienment. Assignor hereby assigns to Assignee all of its rights, duties, <br />obligations, title and interest in and to the Service Contract, effective as of the Closing <br />Date as defined in the Purchase Agreement (the "Closing Date"). Assignor shall notify <br />the City of the actual Closing Date under the Purchase Agreement promptly after it is <br />determined. <br />REV: 04-10-17 MI <br />Page 1 of 5 <br />ATTY/AGR.2017.078/Whitley Burchett and Associate <br />