CC - Agendas - City Council - REGULAR - 7/23/2013

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ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the "Agreement"), dated as of 44-14 5 , 2013 (the "Effective Date"), is entered into by and between ARCADIS U.S., Inc, a Deleware corporation with a business and mailing address of 855 Route 146, Suite 210 Clifton Park, NY 12065, ("Assignor") and Raftelis Financial Consultants, Inc. (RFC) with a business and mailing address of 1031 South Caldwell Street, Suite 100 Charlotte, NC 28203 ("Assignee"). Recitals A. Assignor and the City of Prescott, Arizona have entered into that certain Contract dated October 27, 2012 for consulting services that is incorporated by reference and made a part hereof (the "Contract"). B. Assignor desires to assign the Contract to Assignee. C. Assignor assigns and transfers to Assignee all of Assignor's rights and obligations, and Assignee accepts all of Assignor's rights and obligations under the contract and any additional scope of work referenced above as of the Effective Date. Client consents to the assignment without waiver of any restrictions of further assignment. Section 1. Assignment and Assumption of Contract. (a) Assignor hereby assigns and transfers to Assignee all of its right, title, and interest in and to the Contract. Assignee hereby accepts the assignment and transfer of the Contract and hereby assumes all of Assignor's duties, obligations, and liabilities thereunder. (b) Assignee is entitled to all of the rights and benefits, and shall bear all of the duties, obligations, and liabilities, with respect to the Contract arising on or after the Effective Date. All monies due under the Contract with respect to services performed prior to the Effective Date shall be paid to Assignor; and all monies due under the Contract with respect to services performed on or after the Effective Date shall be paid to Assignee. If Assignee receives any monies from Owner or any other party to the Contract with respect to services perfonned on or before the Effective Date, Assignee shall immediately transfer such amount to Assignor. Assignor shall notify Owner of this Agreement and shall instruct Owner to make all payments for services performed on or after the Effective Date to Assignee.