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Exhibit "D" <br />Form of Assignment and Assumption Agreement <br />ASSIGNMENT AND ASSUMPTION OF <br />STORMWATER TREATMENT MEASURES MAINTENANCE AGREEMENT <br />(Google Pacific Shores Site Green Infrastructure, 1600 Seaport Boulevard) <br />THIS ASSIGNMENT AND ASSUMPTION OF THE STORMWATER TREATMENT <br />MEASURES MAINTENANCE AGREEMENT ("Assignment") is made as of 2022, <br />by and between Google LLC., a Delaware 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 Stormwater <br />Treatment Measures Maintenance Agreement dated (the "Agreement"), which <br />Agreement commits the Assignor to maintain, repair, care for, and replace certain stormwater <br />treatment measures on that certain real property consisting of approximately 7.7 acres located <br />within the City of Redwood City, County of San Mateo, State of California, described in Exhibit <br />"A" of the Agreement. Capitalized terms not otherwise defined shall have the meanings set forth <br />in the Agreement. <br />B. Section 16 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 />1. Assignment. 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 />