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ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made as of this ____ day of September, 2026 (“Effective Date”), by and between the City of Rialto , a municipal corporation and California general law city (“City”), Fountainhead Consulting Corporation, a California Corporation (“ Consultant” or “Assignor” ), and Milestone CM Consulting, LLC, a California a limited liability company (“Assignee”). Collectively City, Consultant/Assignor, and Assignee are referred to as the “Parties.”
RECITALS
WHEREAS, on December 16, 2025, City entered into a Professional Services Agreement (“Agreement”) with Consultant/Assignor whereas Consultant/Assignor would provide interim Capital Improvement Project (“CIP”) manager services to City; and
WHEREAS, on May 12, 2026, the Parties entered into a First Amendment to the Services Agreement (“First Amendment”) to extend the term of the Agreement through June 30, 2027 and to increase the total amount of compensation payable to Consultant under the Agreement; and
WHEREAS, Section 4.5 of the Agreement expressly states that Consultant/Assignor shall not transfer, assign, convey, or hypothecate, the Agreement or any interest therein without the prior written consent of the City; and
WHEREAS, Consultant/Assignor will no longer be providing services and instead, all such work will be performed by Assignee, and Consultant/Assignor desires to assign all of its rights and obligations under the Agreement to Assignee; and
WHEREAS, the Parties desire to document and confirm City’s consent to the assignment and assumption of the Agreement as required under Agreement Section 4.5.
NOW, THEREFORE, in consideration of the mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:
1. Recitals. The above recitals are true and correct and incorporated into this Amendment.
2. Assignment and Assumption. Consultant/Assignor hereby assigns, transfers, and conveys to Assignee all of Consultant/Assignor's rights, title, interest, duties, and obligations under the Agreement. Assignee hereby accepts the assignment and assumes all rights, responsibilities, obligations, and liabilities of Assignor under the Agreement as amended, as of the Effective Date referenced above.
3. City Consent. City hereby consents to the foregoing assignment and assumption, subject to the continued compliance with all terms and conditions of the Agreement.
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4. Entire Agreement. This Assignment contains the full and complete understanding of the parties and supersedes all prior communications regarding this subject.
5. Governing Law. This A ssignment shall be governed by the laws of the State of California.
6. No Waiver. Nothing in this Assignment shall be deemed or construed to waive or modify any provisions of the Agreement, including the City’s rights and remedies.
IN WITNESS WHEREOF, the P arties have executed this A ssignment as of the date first written above.
CITY
City of Rialto
By:
Print Name: Tanya Williams
Title: City Manager
CONSULTANT/ASSIGNOR
Fountainhead Consulting Corporation
By:
Print Name:
Title:
ASSIGNEE
Milestone CM Consulting, LLC
By:
Print Name:
Title:
ATTEST:
Barbara A. McGee, City Clerk
APPROVED AS TO FORM:
Burke, Williams & Sorensen, LLP
By:
Eric S. Vail, City Attorney
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