ASSIGNMENT AND ASSUMPTION AGREEMENT
BY AND AMONG CITY OF RIVERSIDE,
RICHARD HEATH & ASSOCIATES, INC., AND RESOURCE INNOVATIONS, INC.
This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment”) is entered into this ______ day of _________________, _____, by and among the CITY OF RIVERSIDE, a California charter city and municipal corporation (“City”), RICHARD HEATH & ASSOCIATES, INC., a California corporation, and RESOURCE INNOVATIONS, INC., a Delaware corporation authorized to do business in California, referred to collectively as “Parties.”
RECITALS
WHEREAS, on or about January 23, 2023, City and RICHARD HEATH & ASSOCIATES, INC. entered into that certain Professional Consultant Services Agreement (“Agreement”), for Consultant Administered Direct Installation Services for Small Business Program – RFP No. 2139; and
WHEREAS, on or about December 14, 2023, City and RICHARD HEATH & ASSOCIATES, INC. entered into that certain First Amendment to Professional Consultant Services Agreement (“First Amendment”); and
WHEREAS, on or about September 17, 2025, City and RICHARD HEATH & ASSOCIATES, INC. entered into that certain Second Amendment to Professional Consultant Services Agreement (“Second Amendment”); and
WHEREAS, RICHARD HEATH & ASSOCIATES, INC. wishes to assign its rights, title and interest in, to and under, and all of its rights and obligations under the Agreement to RESOURCE INNOVATIONS, INC., and RESOURCE INNOVATIONS, INC. has agreed to so accept and assume; and
WHEREAS, pursuant to Section 9 of the Agreement, RICHARD HEATH & ASSOCIATES, INC. 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. RICHARD HEATH & ASSOCIATES, INC. hereby grants and assigns to RESOURCE INNOVATIONS, INC. 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.
2. Assumption of Assignment. RESOURCE INNOVATIONS, INC. hereby accepts and assumes the foregoing assignment by RICHARD HEATH & ASSOCIATES, INC. of all its 2 rights, title and interest in, to and under, and all rights and obligations of RICHARD HEATH & ASSOCIATES, INC. arising out of or relating to the Agreement, in accordance with the terms and conditions of the Agreement.
3. 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, RESOURCE INNOVATIONS, INC. or RICHARD HEATH & ASSOCIATES, INC. under the Agreement.
4. Miscellaneous Provisions.
a. Severability. Provisions of this Assignment 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 Assignment 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.
c. 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. d. Counterparts. This Assignment 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.
e. Amendment or Modification. This Assignment may be amended or modified only by a written instrument signed by all Parties or their successors in interest. f. Successors and Assigns. This Assignment shall apply to, bind and inure to the benefit of the Parties and their respective successors and assigns. g. Authority. The individuals executing this Assignment 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 THE FOLLOWING PAGE.]
3 IN WITNESS WHEREOF, the Parties hereto have executed this Assignment on the date first written above.
CITY OF RIVERSIDE, a California
charter city and municipal corporation
By: ______________________________
City Manager
ATTEST:
By: ______________________________ City Clerk
APPROVED AS TO FORM:
By: ______________________________ Ruthann M. Salera
Sr. Deputy City Attorney
RESOURCE INNOVATIONS, INC.,
a Delaware corporation authorized to do
business in California
By:______________________________
Print Name:_______________________
Title:_____________________________
(Signature of Board Chair, President, or
Vice President)
and
By:_______________________________
Print Name:________________________
Title:______________________________
(Signature of Secretary, Assistant Secretary,
CFO, Treasurer, or Assistant Treasurer)
RICHARD HEATH & ASSOCIATES,
INC.,
a California corporation
By:_______________________________
Print Name:________________________
Title:______________________________
(Signature of Board Chair, President, or
Vice President)
and
By: ______________________________
Print Name:________________________
Title:______________________________
(Signature of Secretary, Assistant Secretary,
CFO, Treasurer, or Assistant Treasurer)
CA #314237 RMS/jv 05/20/26