ASSIGNMENT AND ASSUMPTION AGREEMENT
BY AND AMONG CITY OF RIVERSIDE, PPM GROUP, INC.,
AND FOUNTAINHEAD CONSULTING CORPORATION
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is entered → 2023, by and among the CITY OF RIVERSIDE, a
California charter city and municipal corporation ("City"), PPM GROUP, INC. ("PPM Group"), and FOUNTAINHEAD CONSULTING CORPORATION, a California corporation ("Fountainhead"), referred to collectively as "Parties".
RECITALS
WHEREAS, on or about December 21, 2022, City and Contractor entered into that certain Services Agreement, for Labor Compliance Auditing Services ("Services"); and WHEREAS, PPM Group wishes to assign its rights, title and interest in, to and under, and all of its rights and obligations under the Agreement to Fountainhead, and Fountainhead has agreed to so accept and assume; and
WHEREAS, pursuant to Section 9 of the Agreement, PPM Group cannot assign its rights and obligations, either in whole or in part, without the prior consent of the Contract Administrator (as defined in the Agreement); and
WHEREAS, City desires to consent to such assignment pursuant to the terms and conditions set forth below.
NOW THEREFORE, in consideration of the foregoing recitals that are incorporated herein by this reference and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Assignment. PPM Group hereby grants and assigns to Fountainhead all of its rights, title and interest in, to and under, and all of its rights and obligations arising out of or relating to the Agreement, as amended.
Assumption of Assignment. Fountainhead hereby accepts and assumes the foregoing assignment by PPM Group of all its rights, title and interest in, to and under, and all rights and obligations of PPM Group arising out of or relating to the Agreement, in accordance with the terms and conditions of the Agreement.
Consent. City hereby consents to such assignment and assumption. City's consent to this assignment and assumption is not intended to and shall not amend, modify, or delete in anyway the rights and obligations of the City, Fountainhead or PPM Group under the Agreement.
1 4. Miscellaneous Provisions.
a. Severability. Provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
b. Sole Agreement. This Agreement represents the final, sole and entire agreement between the Parties and, except as expressly stated herein, supersedes all prior agreements, negotiations and discussions between parties with respect to the subject matters contained herein. This Agreement is fully integrated
Governing Law. This Assignment shall be construed in accordance with its fair meaning and in accordance with the laws of the State of California. Should any action be brought in state or federal court, venue shall be in the County of Riverside.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.
Amendment or Modification. This Agreement may be amended or modified only by a written instrument signed by all Parties or their successors in interest. f. Successors and Assigns. This Agreement shall apply to, bind and inure to the benefit of the Parties and their respective successors and assigns. g. Authority. The individuals executing this Agreement for each Party or entity are duly authorized representatives and each such individual has the requisite authority to enter into this Assignment on behalf of his or her principal. h. Interpretation. In interpreting this Assignment, it shall be deemed that it was prepared jointly by the Parties with full access to legal counsel of their own. No ambiguity shall be resolved against any party on the premise that its attorneys were solely responsible for drafting this Assignment or any provision thereof.
[SIGNATURES ON FOLLOWING PAGE
2 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.
CITY OF RIVERSIDE, a California FOUNTAINHEAD CONSULTING charter city and municipal corporation CORPORATION,
a California corporation
By:
City Manager
By: TURE
Print Name:_ Tyrone Taylor, Jr.
ATTEST: Title: Chief Executive Officer
(Signature of Board Chair, President, or
Vice President)
By:
City Clerk and
CherylBlecker
Print Name:_ Cheryl Blecker
APPROVED AS TO FORM: Title: Secretary
(Signature of Secretary, Assistant Secretary,
CFO, Treasurer, or Assistant Treasurer)
Ruthann M. Salera PPM GROUP, INC., a California
Deputy City Attorney corporation
By:
CERTIFIED AS TO FUNDS AVAILABILITY:
Print Name: Rima Tahan
Title: President / CEO
BY:
ASSISTANT CHIEF FINANCIAL OFFICER (Signature of Board Chair, President, or Vice President)
and
By: Rewathen
Print Name:_ Rima Tahan
Title: Secretary
(Signature of Secretary, Assistant Secretary,
CFO, Treasurer, or Assistant Treasurer)
CA #22-2039.1 RMS/jv 08-25-23
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