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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 "Developer" under the <br />Landscape 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 Developer in the Landscape Agreement. Whenever the term Developer or RWC Harbor Communities, <br />LLC appears in the Landscape Agreement, it shall hereafter mean Assignee. Except as specifically set <br />forth in this Agreement, nothing in this Agreement shall increase, decrease, or otherwise modify any of <br />the rights or obligations of the "Developer" or "City" under the Landscape Agreement. <br />6. City Consent. City is executing this Agreement for the limited purpose of consenting, in <br />accordance with Section 15 of the Landscape Agreement, to the assignment and assumption of the <br />Rights and Obligations and clarifying that there is privity of contract between City on the one hand, and <br />Assignee on the other, with respect to the Landscape 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 />Landscape Agreement provided for hereunder will have any particular tax implications for Assignor or <br />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, claims or <br />potential claims against City (including attorneys' fees and costs) arising out of or resulting from the <br />City's consent to this Agreement. <br />8. Landscape Agreement in Full Force and Effect. Except as specifically provided herein, all <br />the terms, covenants, conditions and provisions of the Landscape Agreement are hereby ratified and shall <br />remain 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 />10. Assignee Address for Notices. The address of Assignee for the purpose of notices, <br />demands and communications under Section 16 of the Landscape Agreement shall be: <br />REV: 08-06-19 PR <br />Page 2 of 5 <br />ATTY/AGR.2019.215/GID - Landscape Agreement <br />