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ATTACHMENT 1
<br />ASSIGNMENT AND SECOND AMENDMENT TO AGREEMENT FOR CONSULTING
<br />SERVICES
<br />This Assignment and Second Amendment for consultant services, is entered into this day of
<br />2013 by the City of Pleasanton ( "City "), NewPoint Group, Inc., a
<br />corporation, and Crowe Horwath, LLP, a limited liability partnership, duly qualified to conduct
<br />business in the State of California, whose principal place of business is 400 Capitol Mall, Suite
<br />1200, Sacramento, CA 95814 -4434;
<br />RECITALS
<br />WHEREAS, NewPoint Group, Inc. has been engaged by the City under Agreement No. 12 -876C to
<br />provide solid waste rate review and rate setting assistance in accordance with Agreement No. 12-
<br />876C, dated March 2, 2012, and the First Amendment to Agreement dated November 29, 2012,
<br />incorporated herein and made by reference a part hereof (hereafter referred to as "Agreement "); and
<br />WHEREAS, Article 10 of the Agreement prohibits NewPoint Group, Inc. from assigning services
<br />to be provided without the prior written consent of the City; and
<br />WHEREAS, NewPoint Group, Inc. employees are now employed by Crowe Horwath, LLP, and
<br />WHEREAS, NewPoint Group, Inc. has requested that the City accept work under the Agreement by
<br />Crowe Horwath, LLP and approve the assignment of the Agreement from NewPoint Group, Inc. to
<br />Crowe Horwath, LLP;
<br />NOW THEREFORE, the parties agree to the assignment of the Agreement from NewPoint
<br />Group, Inc. to Crowe Horwath, LLP subject to the following terms and conditions:
<br />1. NewPoint Group, Inc. shall remain liable for all obligations, covenants, and conditions,
<br />and/or liabilities for services already performed under the terms and conditions of the
<br />Agreement for all services performed prior to September 1, 2013.
<br />2. Notwithstanding the assignment, NewPoint Group, Inc. acknowledges and agrees that all
<br />existing indemnity and insurance obligations of NewPoint Group, Inc. shall remain in full
<br />force and effect as set forth in the Agreement for all services performed prior to
<br />September 1, 2013, and as thereafter required by the Agreement.
<br />3. Crowe Horwath, LLP shall assume all Consultant's duties, responsibilities, and
<br />obligations, including insurance and indemnity obligations, for all services performed
<br />under the terms and conditions of Agreement, beginning September 1, 2013.
<br />FURTHERMORE, the parties agree to amend the following sections of the Agreement to read as
<br />follows:
<br />3. Terms. This contract shall expire on September 1„ 2014.
<br />4. Compensation. Contractor shall perform the additional rate setting work identified in
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