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INSURANCE ON !FILE A- 2008 - 181-01 <br />WORK MAY PROCEED <br />UNTIL INSURANCE EXPIRES <br />CLERK OF <br />HATE: SEP 3 0 2008 <br />v : 3A FO C?,) ASSIGNMENT AND ASSUMPTION AGREEMENT <br />13M wqtby) <br />T IS ASSIGNMENT AND ASSUMPTION AGREEMENT, is entered on <br />8 OS by and between AllCorp Partners Acquisition d/b /a AMX Environmental <br />Evolution, Ltd. ( "Assignor "), Allied International Emergency, LLC, a <br />(hereinafter "Assignee ") and the City of Santa Ana, a charter city and municipal <br />corporation of the State of California ( "City "). <br />RECITALS: <br />A. The City and Assignor, entered into Agreement N -2007 -085, dated July 1, 2007, <br />(hereinafter "said Agreement ") by which Assignor has provided hazardous materials <br />emergency response and remediation services. A true and correct copy of said <br />Agreement is attached hereto as Exhibit A and incorporated by this reference. <br />B. By a First Amendment to Agreement A- 2008 -181, dated July 7, 2008, the City and <br />Assignor agreed to increase the amount of compensation available for services <br />provided pursuant to said Agreement to a not to exceed amount of $60,000.00. <br />C. Assignee notified City by letter dated August 1, 2008, that it has purchased the assets <br />of Assignor and desires to assume the burdens and benefits of said Agreement. <br />NOW THEREFORE, for valuable consideration, the parties hereto agree as follows: <br />1. Assignor hereby assigns all right, title, and interest in and to said <br />Agreement to Assignee. Assignor further delegates to Assignee all of Assignor's duties <br />and obligations of performance of said Agreement. <br />2. Assignee hereby accepts the assignment and agrees to assume and perform <br />all duties and obligations that Assignor has under said Agreement, as if Assignee had <br />been an original party to said Agreement. Assignee further agrees to indemnify and hold <br />Assignor ha_*tmess from any liability for performance or nonperformance of said <br />Agreement as of August 1, 2008. <br />3. This Assignment and each of its provisions shall be binding on and shall <br />inure to the benefit of the respective successors and assigns of the parties to this <br />Assignment. <br />4. This Assignment may be amended only by a writing signed by the party <br />against whom or against whose successors and assigns enforcement of the change is <br />sought. <br />5. If any term, provision, or application of this Assignment is held invalid or <br />unenforceable, the remainder of this Assignment and any application of the terms and <br />provisions shall be affected thereby, but shall remain valid and enforceable. <br />