Agmt21 Assignment Agreement - Golden State Flow Measurement to Aqua Metric Sales Co

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CONSENT TO ASSIGNMENT AGREEMENT BY AND BETWEEN THE CITY OF REDWOOD CITY, CALIFORNIA, GOLDEN STATE FLOW MEASUREMENT, INC., AND THIRKETTLE CORPORATION, A CALIFORNIA CORPORATION, DOING BUSINESS AS AQUA -METRIC SALES COMPANY This consent to assignment agreement ("Consent Agreement") is entered into and effective as of 15 day of January , 2021 ("Effective Date"), by and between the City of Redwood City, California, a charter city and municipal corporation of the State of California, ("City"), Golden State Flow Measurement, Inc., a California corporation, ("GSFM" or "Assignor") and Thirkettle Corporation doing business as Aqua - Metric Sales Company, a California corporation ("Aqua -Metric" or "Assignee"). RECITALS A. City and GSFM previously executed that certain Purchase Agreement for Goods, Commodities and Services, dated as of March 10, 2020 ("Purchase Agreement"). B. Section 21 of the Purchase Agreement, "Nontransferability" provides as follows: "Vendor may not transfer or assign this Purchase Agreement, without the prior written approval of the City Manager or designee, which City Manager or designee may grant or withhold in their sole discretion." C. The City has been informed that Aqua -Metric has purchased GSFM, and as such, Aqua -Metric will continue to provide the goods and services to the City under the Purchase Agreement. D. Aqua -Metric desires to obtain the City's consent to the assignment of all rights, obligations and interest in the Purchase Agreement from GSFM to Aqua -Metric. E. It is the desire of City to formally consent to the assignment by GSFM of all its rights, obligations and interest in the Purchase Agreement to Aqua -Metric. In consideration of the above referenced recitals and the following mutual covenants, commitments and obligations, the Parties agree, as follows: CONSENT AGREEMENT PROVISIONS 1. City hereby consents to the assignment of the Purchase Agreement and all of the rights, duties, obligations and interest set forth therein from GSFM to Aqua - Metric. This consent is based on representations made by GSFM and Aqua - Metric, that all the duties and obligations of GSFM to provide specified goods and perform specified services included in the Purchase Agreement shall be performed by Aqua -Metric after the assignment is complete. REV: 12-14-2020 EI ATTY/AGR.2020.287/Aqua-Metric Sales Co. (Amendment to Purchase Agreement with GSFM) (Page 1 of 3)