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Exhibit "C" Form of Assignment and Assumption Agreement ASSIGNMENT AND ASSUMPTION OF LANDSCAPE MAINTENANCE AGREEMENT (610 Walnut Street) THIS ASSIGNMENT AND ASSUMPTION OF THE LANDSCAPE MAINTENANCE AGREEMENT ("Assignment") is made as of 3-20 , by and between Windy Hill PV Five CM LLC, a California limited liability company ("Assignor") and a ("Assignee"). RECITALS A. Assignor and the City of Redwood City ("City") are parties to that certain Landscape Maintenance Agreement dated (the "Agreement"), which Agreement commits the Assignor to maintain, repair, care for, and replace certain landscape improvements on that certain real property situated at 610 Walnut Street in the City of Redwood City. Capitalized terms not otherwise defined shall have the meanings set forth in the Agreement. B. Section 15 of the Agreement authorizes the Assignor to assign the Agreement in its entirety, provided that the Assignee expressly assumes all of the obligations set forth in the Agreement. C. Assignor desires to assign and transfer to Assignee, and Assignee desires to assume and accept from Assignor, all of Assignor's rights and obligations as set forth in the Agreement. AGREEMENTS NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Assignment. Assignor hereby assigns, sells and transfers to Assignee, free and clear of all Liens, all of Assignor's right, title and interest in and to the Agreement. 2. Assumption. Assignee hereby accepts this assignment of the Agreement and agrees to be bound by all of the terms, conditions, and covenants of the Agreement. 3. Effectiveness. This Assignment shall be effective as of the date first set forth above. From and after such date, Assignee shall be entitled to all of the rights and bound by all of the obligations set forth in the Agreement. Upon the execution of this Assignment, Assignee shall constitute the "Developer" under the Agreement and Assignor shall be fully relieved of the obligations hereunder and shall have no liability for any default or failure to perform occurring from and after the date of this Assignment. ATTY/AGR.2020.074nVindy Hill PV Five CM, LLC (Page 14 of 15)