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ASSIGNMENT, NOVATION AND CONSENT AGREEMENT <br />This ASSIGNMENT, NOVATION AND CONSENT AGREEMENT is made as of the/-? day of <br />is'ljJ11h%(7_("Agreement") by and among Winzler & Kelly, with an address of 2235 Mercury <br />Way, Suite 150, Santa Rosa, CA 95407, ("Assignor"), GHD Inc., a California Corporation, with an address <br />of 2235 Mercury Way, Suite 150, Santa Rosa, CA 95407 ("Assignee"), and the City of San Leandro, with <br />an address of 835 E. 10 Street, San Leandro, CA 94577 (City) <br />WHEREAS, Assignor and City entered into Consulting Services Agreement for East 14`' Street <br />Underground Phase 1, effective May 8, 2007 (the "Contract"); and <br />WHEREAS, Assignor, Assignor's parent (GHD Group Pty Ltd), and Assignee (whose parent is also <br />GHD Group Pty Ltd) have entered into an agreement whereby Assignor is to be merged with and into <br />Assignee, who will be the surviving corporation from the merger; and <br />WHEREAS, Assignee wishes to acquire the Contract and to continue to provide such Services to City in <br />accordance with the terms and conditions of the Contract; and <br />WHEREAS, City is willing to release Assignor from the obligations under the Contract and to consent to <br />Assignee assuming such obligations under the Contract; and <br />WHEREAS, the parties desire to substitute Assignee in. place of Assignor with respect to the Contract; <br />NOW, THEREFORE, in consideration of the premises hereto and the mutual covenants and agreements <br />herein set forth, the parties agree as follows: <br />1. Assignor does hereby assign, transfer, and convey to the Assignee as of January 1, 2012 (the <br />Effective Date") all of Assignor's title, right, obligations, and interest in, to and under the said Contract. <br />2. Assignee hereby accepts such assignment of the Contract as of the Effective Date, and agrees to <br />assume all of Assignor's duties and obligations in, to and under the Contract from and after the Effective <br />Date. Such assignment shall not hinder or preclude Assignee from participating in any future City <br />opportunities. <br />3. City further consents to the substitution and novation of Assignee in place and instead of <br />Assignor from and after the Effective Date. <br />4. City and Assignee each consent to fully release Assignor from any and all obligations, <br />responsibilities, and duties under the Contract from and after the Effective Date.