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WHEREAS, pursuant to Resolution Nos. 15141 and 15164, adopted by the City Council of the City of Redwood City on August 22, 2011 and January 23, 2012 respectively, the City agreed to serve as the Successor Agency to the Redevelopment Agency commencing upon dissolution of the Redevelopment Agency on February 1, 2012 pursuant to Assembly Bill xl 26; and WHEREAS, the Successor Agency is obligated to carry out the obligations of the former Redevelopment Agency, unwind the affairs of the former Redevelopment Agency,and dispose of its real property assets; and WHEREAS, the Successor Agency's obligations associated with the Concession Areas exceed the revenue generated by the existing agreements pertaining to the use of the Concession Areas; and WHEREAS, the Oversight Board to the Successor Agency ("Oversight Board") has determined that the termination of the Partial Assignment Agreement would reduce the obligations of the Successor Agency and therefore would be in the best interests of the taxing entities that share in the property tax revenue generated by the property located within the project area managed by the former Redevelopment Agency; and WHEREAS,the City has determined that termination of the Partial Assignment Agreement will enable the City to more effectively manage the Courthouse Block and preserve it for public purposes consistent with the Cooperative Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the Parties agree as follows: l. As of the Effective Date of this Agreement, the Partial Assignment Agreement is hereby rescinded and is of no further force or effect. As a result of such rescission,the City shall assume the rights and obligations of the Successor Agency pertaining to the Concession Areas, including without limitation, all rights and obligations of the Successor Agency with respect to lease and license agreements pertaining to the Concession Areas, and the Successor Agency shall be relieved of all such rights and obligations. 2. This Agreement constitutes the entire agreement of the Parties with respect to the rescission of the Partial Assignment Agreement and the City's assumption of the Successor Agency's rights and obligations pertaining to the Concession Areas. This Agreement may be amended only by a written instrument executed by the Parties. 3. The Parties each agree to execute such further instruments and to take such further actions as may be necessary to implement the intent of this Agreement. 4. This Agreement may be executed in counterparts,each of which shall be an original and all of which taken together shall constitute one and the same instrument. [SIGNATURES ON FOLLOWING PAGEJ ATTY/AGR/2016.092/RWC-COURTHOUSE RESCISSION OF ASSIGNMENT REV:05-04-16 VR Page 2 of 5