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q g -2 <br />ASSIGNMENT AND ASSUMPTION AGREEMENT <br />(CUTLER & ASSOCIATES / OVERLAND, PACIFIC & CUTLER, INC.) <br />THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ( "Assignment <br />Agreement') is made and entered into this day of August, 2003, by and between <br />the REDWOOD CITY REDEVELOPMENT AGENCY ( "Agency "), CUTLER & <br />ASSOCIATES, INC., ( "Assignor") and OVERLAND, PACIFIC & CUTLER, INC., of Long <br />Beach, California ( "Assignee "), and is made with reference to the following facts: <br />RECITALS <br />A. On October 23, 2002, Agency and Assignor entered into that certain <br />Agreement for Professional Services concerning land acquisition and other related <br />services for the redevelopment of the Downtown Retail- Cinema Project (the <br />"Agreement'). <br />B. Paragraph 4 of the Agreement allows Assignor to assign rights and <br />obligations under the Agreement upon written approval of the Agency. <br />C. Effective June 30, 2003, Assignor consolidated its business operations <br />with those of Stadler, Shober & Cline, Inc., and the consolidated business entity is to <br />hereafter be known as and function under the name of Overland, Pacific & Cutler, Inc.. <br />D. Assignor desires to assign its interest in the Agreement to Assignee. <br />Further, Assignee desires to accept assignment of Assignor's interest in the Agreement <br />and Agency consents to the assignment of the interest in the Agreement from Assignor <br />to Assignee. <br />NOW THEREFORE, incorporating the above recitals and in consideration of the <br />covenants and obligations set forth herein, the parties hereto agree as follows: <br />F:Atly /Agr /Agr.142 <br />072903 1 <br />