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AGREEMENT <br />NOW, THEREFORE, in consideration of the foregoing, and in consideration of the <br />foregoing recitals, mutual promises of the parties hereto and for other good and valuable <br />consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as <br />follows: <br />1. Recitals. The parties agree that each of the foregoing Recitals are true and correct <br />and are hereby incorporated by this reference as if fully set forth in their entirety. <br />2. Effective Date. As used in this Agreement, the "Effective Date" shall be the date <br />this Agreement is entered into by the Assignor and Assignee as first written above. <br />3. Assignment, As of the Effective Date, Assignor transfers and assigns to Assignee <br />all of Assignor's rights, duties and obligations under the Development Agreement ("collectively <br />the "Assigned Obligations"). <br />4. Assumption. As of the Effective Date, Assignor is assigning to Assignee and <br />Assignee is assuming the foregoing assignment of the Assigned Obligations and agrees to perform <br />and be bound by all of the terms, covenants, duties, obligations and conditions imposed upon the <br />Assignor under the Development Agreement for the benefit of the City, as if the Assignee were <br />the original signatory thereto, requiring performance subsequent to the Effective Date. The <br />Assignee agrees to be bound in every way by all of the terms, covenants, duties, obligations and <br />conditions in respect of the Assignor contained in the Assigned Obligations occurring subsequent <br />to the Effective Date. All references in the Development Agreement to the Assignor shall hereafter <br />be deemed to be references to the Assignee. <br />5. Representation and Warranty of Assignor. Assignor represents and warrants that; <br />a. In connection with any obligations imposed under Article 2 (Community <br />Benefits) of the Development Agreement, the Assignee is in possession of no less than ninety <br />percent (90%) of the acreage of the Property; and, <br />b. To the best of the Assignor's knowledge, as of the date hereof, there exists <br />no event of default under the Development Agreement and that there is no event that, with the <br />giving of notice, the passage of time, or both, would constitute an event of default. <br />6. Release. Pursuant to Section 10.2 of the Development Agreement, upon execution <br />and recordation of this Agreement, Assignor shall automatically be released from its obligations <br />and liabilities under the Development Agreement with respect to that portion of the Property <br />assigned, and any subsequent default or breach with respect to the retained rights and/or <br />obligations shall not constitute a default or breach with respect to the retained rights and/or <br />obligations of the Development Agreement, provided that Assignor has provide to City written <br />notice of said assignment in accordance with Section 10.1 of the Development Agreement. <br />7. Indemnification. To the full extent permitted by law, Assignor and Assignee shall <br />be obligated to indemnify the City according to the terms and conditions and to the same extent as <br />is specified in the Development Agreement. <br />ATTY/AGR/2024.193 — GATEKEEPER DA -1900 BROADWAY -EXHIBIT E — ASSIGNMENT AND ASSUMPTION AGREEMENT <br />REV: 10-22-24 VR <br />Page 2 of 4 <br />