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AGREEMENT <br />NOW, THEREFORE, Assignor, Assignee, and City hereby agree as follows: <br />Incorporation. The foregoing recitals are true and correct and are incorporated herein by <br />this reference. <br />2. Assignment by Assignor. From and after the Effective Date hereof, Assignor hereby <br />assigns, transfers and grants to Assignee, and its successors and assigns, all of Assignor's rights, interests, <br />obligations, duties, responsibilities, conditions and restrictions of Assignor as the "LICENSEE" under the <br />License Agreement (collectively, the "Rights and Obligations"). <br />3. Acceptance and Assumption. From and after the Effective Date hereof, Assignee, for <br />itself and its successors, assigns and legal representatives, hereby accepts such assignment and expressly <br />assumes all of the Rights and Obligations. <br />4. Release of Assignor. Assignee and City hereby fully release Assignor from the Rights <br />and Obligations. Both Assignor and Assignee acknowledge that this Assignment is intended to fully <br />assign all of the Rights and Obligations to Assignee, and it is expressly understood that Assignor shall not <br />retain any Rights and Obligations whatsoever. <br />5. Substitution of Assignor. Assignee hereafter shall be substituted for and replace Assignor <br />as Licensee in the License Agreement. Whenever the term Licensee or RWC Harbor Communities, LLC <br />appears in the License Agreement, it shall hereafter mean Assignee. Except as specifically set forth in this <br />Agreement, nothing in this Agreement shall increase, decrease, or otherwise modify any of the rights or <br />obligations of the "Licensee" or "Licensor" under the License Agreement. <br />6. City Consent. City is executing this Agreement for the limited purpose of consenting, in <br />accordance with Section 15 of the License Agreement, to the assignment and assumption of the Rights <br />and Obligations and clarifying that there is privity of contract between City on the one hand, and Assignee <br />on the other, with respect to the License Agreement. <br />7. Representations and Waivers. <br />(a) Assignor and Assignee hereby acknowledge and agree that City has not made, <br />and will not make, any representation or warranty that the assignment and assumption of the <br />License Agreement provided for hereunder will have any particular tax implications for Assignor <br />or Assignee. <br />(b) Assignor and Assignee each hereby waives and releases and each hereby agrees <br />to indemnify and hold City harmless from any and all damages, liabilities, causes of action, <br />claims or potential claims against City (including attorneys' fees and costs) arising out of or <br />resulting from the City's consent to this Agreement. <br />8. License Agreement in Full Force and Effect. Except as specifically provided herein, all the <br />terms, covenants, conditions and provisions of the License Agreement are hereby ratified and shall remain <br />in full force and effect. <br />9. Recording. Assignor shall cause a Memorandum of this Agreement to be recorded in the <br />Official Records of San Mateo County, California, and shall promptly provide conformed copies of the <br />recorded Memorandum to Assignee and City. <br />ATTY/AGR/2019.212 GID <br />REV: 08-01-19 PR <br />Page 2 of 4 <br />