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6.E. - Page 46 of 81 <br />Exhibit "C" <br />Form of Assignment and Assumption Agreement <br />ASSIGNMENT AND ASSUMPTION OF <br />LANDSCAPE MAINTENANCE AGREEMENT <br />(61.0 Walnut Street) <br />THIS ASSIGNMENT AND ASSUMPTION OF THE LANDSCAPE MAINTENANCE <br />AGREEMENT ("Assignment") is made as of , 20_ by and between Windy Hill PV <br />Five CM LLC, a California limited liability company ("Assignor") and <br />a ("Assignee"). <br />RECITALS <br />A. Assignor and the City of Redwood City ("City") are parties to that certain Landscape <br />Maintenance Agreement dated (the "Agreement"), which Agreement commits <br />the Assignor to maintain, repair, care for, and replace certain landscape improvements on that <br />certain real property situated at 610 Walnut Street in the City of Redwood City. Capitalized terms <br />not otherwise defined shall have the meanings set forth in the Agreement. <br />B. Section 15 of the Agreement authorizes the Assignor to assign the Agreement in its <br />entirety, provided that the Assignee expressly assumes all of the obligations set forth in the <br />Agreement. <br />C. Assignor desires to assign and transfer to Assignee, and Assignee desires to assume and <br />accept from Assignor, all of Assignor's rights and obligations as set forth in the Agreement. <br />AGREEMENTS <br />NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of <br />which are hereby acknowledged, the parties agree as follows: <br />I. Assi ng_ment. Assignor hereby assigns, sells and transfers to Assignee, free and <br />clear of all Liens, all of Assignor's right, title and interest in and to the Agreement. <br />2. Assumption. Assignee hereby accepts this assignment of the Agreement and agrees <br />to be bound by all of the terms, conditions, and covenants of the Agreement. <br />3. Effectiveness. This Assignment shall be effective as of the date first set forth <br />above. From and after such date, Assignee shall be entitled to all of the rights and bound by all of <br />the obligations set forth in the Agreement. Upon the execution of this Assignment, Assignee shall <br />constitute the "Developer" under the Agreement and Assignor shall be fully relieved of the <br />obligations hereunder and shall have no liability for any default or failure to perform occurring <br />from and after the date of this Assignment. <br />ATTY/AGR.2020.074NVindy Hill PV Five CM, LLC (Page 14 of 15) <br />135 <br />