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<br />is the surviving entity and as such will continue to provide the services to the City under the Original <br />Agreement. Wagstaff desires to have the City consent to the assignment of all rights, obligations and <br />interest in the Original Agreements referenced above from Wagstaff to Wagstaff-MIG; <br /> <br />E. Based on the final approval of the merger/acquisition, it is the desire of City to formally consent to the <br />assignment by Wagstaff of all its rights, obligations and interest in the Original Agreements referenced <br />above to Wagstaff-MIG. <br /> <br />In consideration of the above referenced recitals and the following mutual covenants, commitments <br />and obligations, the Parties agree, as follows: <br /> <br />CONSENT AGREEMENT PROVISIONS <br /> <br />1. Based on a written request received by the City from the Wagstaff-MIG, (and contingent upon the <br />finalization of the merger) City hereby consents to the assignment of the "Original Agreement for <br />Stanford in Redwood City" and the "Original Agreement for the Downtown Precise Plan" <br />(collectively, the "Original Agreements") and all of the rights, duties, obligations and interest set forth <br />therein from Wagstaff to Wagstaff-MIG. This consent is based on representations made by Wagstaff- <br />MIG and Wagstaff and all the duties and obligations of Wagstaff to perform specified services <br />included in the Original Agreements shall be performed by Wagstaff-MIG after the merger is <br />complete. This Consent is effective as of the completion of the merger. If, for any reason, the pending <br />merger is not completed, this Consent Agreement shall be deemed void and Wagtsaff shall continue to <br />be bound to perform the obligations set forth in the Original Agreements. <br /> <br />2. City acknowledges and relies on this acceptance by Wagstaff-MIG of all of the rights, obligations and <br />interest in the Original Agreements and the relinquishment of all such the rights, obligations and <br />interest in the Original Agreements by Wagstaff. W agstaff- MI G agrees to undertake any and all <br />action(s) necessary to meet the terms and conditions of the Original Agreements referred to in this <br />Consent Agreement. <br /> <br />3. Upon execution of this Consent Agreement (and the completion of the pending merger) any pending <br />debts or obligations due to City and those which subsequently arise or accrue from the terms and <br />conditions of the Original Agreements shall become payable by Wagstaff-MIG to the City or its <br />agents, or assigns. <br /> <br />4. This Consent Agreement embodies the entire agreement between City, Wagstaff and Wagstaff-MIG <br />and all of its terms and conditions. No verbal agreements or conversation with any officer, agent or <br />employee of City prior to execution of this Consent Agreement shall affect or modify any of the terms <br />or obligations contained in this Consent Agreement. Any such verbal agreement shall be considered as <br />unofficial information and in no way binding upon City. <br /> <br />5. As a condition of the terms of this Consent Agreement, Wagstaff-MIG shall provide the City with the <br />a revised Certificate of Insurance, as well as all policy endorsements to indicate that Wagstaff-MIG <br />has purchased, and is maintaining, all of the required insurance policies and has provided the required <br />endorsements which were included in the terms and conditions of the Original Agreements. <br /> <br />ATTY/AGR/201O.004 Consent to Assignment Wagstaff-MIG <br />011910 <br /> <br />Page 2 of 3 <br />