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H. The Oversight Board to the Successor Agency ("Oversight Board") has determined that the assignment of the Lease to the City 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. I. The City Council of the City of Redwood City has determined that the City's assumption of the Lease will enable the City to more effectively manage the Property and preserve it for public purposes consistent with the Lease. J. The leasehold interest in the Property qualifies as a "governmental purpose" asset as defined in Health and Safety Code Section 34181(a), and therefore is eligible for transfer to the City. In accordance with Health and Safety Code Sections 34181(a)and 34181(�,the Oversight Board to the Successor Agency and the State of California Department of Finance ("DOF")have approved the assignment of the leasehold interest in the Property to the City for transfer to the City as a "governmental purpose" asset. This Assignment has been prepared and executed to implement such approvals. K. The Postal Service has consented to the assignment described herein pursuant to Section 25 of the Lease. NOW, THEREFORE, in exchange for the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Assignment and Assumption of Interest. The Successor Agency hereby transfers, assigns and conveys to the City all of the Successor Agency's right, title and interest in and to, and all of the Successor Agency's obligations, duties and responsibilities under,the Lease(the"Rights and Obligations"). The City hereby accepts the foregoing assignment, assumes all such Rights and Obligations, and agrees to perform and discharge all obligations of the Successor Agency under the Lease. 2. Governing Law; Venue. This Assignment shall be interpreted and enforced in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Assignment shall be filed and litigated exclusively in the Superior Court of San Mateo County, California or in the Federal District Court for the Northern District of California. 3. Entire A�reemendAmendment. This Assignment constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written and oral agreements with respect to the matters covered by this Assignment. This Assignment may not be amended except by an instrument in writing signed by each of the Parties. 4. Further Assurances. Each Party shall execute and deliver such other certificates, agreements and documents and take such other actions as may be reasonably required to consummate or implement the transactions contemplated by this Assignment. ATTY/AGR/2016.093/RWC-PASEO-ASSI6NMENTASSUMOPTION OF LEASE REV:05-04-16 VR Page 2 of 4