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�m��d�9AL CONSENT TO ASSIGNMENT AGREEMENT BY AND BETWEEN THE CITY OF REDWOOD CITY, CALIFORNIA, AND BADAWI �ASSOCIATES (Formerly known as Caporicci 8� Larson, Inc.) PREAMBLE This conse to assignment agreement("Consent Agreement") is made and entered into on this �,day of , 2012 ("Effective Date"), by and between the City of Redwood City, Cal�ornia, a c arter city�nd municipal corporation of the State of California, with its principal place of business located at 1017 Middlefield Road, Redwood City California 94063 ("City") and Badawi&Associates, a Corporation,with its principal place of business located at 180 Grand Avenue, Suite 955, Oakland, CA 94612 ("Badawi &Associates" or"Assignee"). City and Badawi&Associates 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 entered into an agreement with Caporicci & Larson, Inc., a California corporation with its principal place of business located at 101 Montgomery Street, Suite 1900, San Francisco, California 94104 ("Original Agreement"), dated April 9, 2003, as has been amended from time to time, by which Caporicci & Larson would provide Financial Audit Services to City. The Original Agreement includes three amendments. The most recent amendment,Amendment Number 3, dated March 19, 2012, extends the agreement for an additional three (3) years. B. Section 4 of the Original Agreement, "Assiqnabilitv"provides as follows: "NeitherAuditor nor City shall subcontract, assign, sell, mortgage, hypothecate or otherwise transfer their respective interests or obligations without the express prior written consent of the non- transferring party." C. The City has been informed that due to the formation of a new firm Badawi&Associates by former staff of Caporicci&Larson, Badawi&Associates is purchasing the contract between the City of Redwood City and Caporicci & Larson, and as such will continue to provide the services to the City under the Original Agreement. Badawi &Associates desires to obtain the City's consent to the assignment of all rights, obligations and interest in the Original Agreement from Caporicci & Larson to Badawi &Associates; D. Contingent upon the final execution of the merger/acquisition agreement between Caporicci & Larson, Inc. and Badawi &Associates, it is the desire of City to formally consent to the assignment by Caporicci & Larson of all its rights, obligations and interest in the Original Agreement to Badawi &Associates. In consideration of the above referenced recitals and the following mutual covenants, commitments and obligations, the Parties agree, as follows: ATTY/AGR/2012.041/CONSENT TO ASSIGNMENT AGREEMENT REV:04-04-12 PT Page 1 of 3