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ASSIGNMENT&ASSUMPTION AGREEMENT WITH CONSENT <br /> This ASSIGNMENT AND ASSUMPTION AGREEMENT("Agreement")is made this <br /> ,2017,by and between MidPen Housing Corporation hereinafter <br /> referred to as"Assignor",the City of Pleasanton hereinafter referred to as"Assignee",and L&D <br /> Construction Inc.("Contractor"). <br /> WHEREAS,Assignor entered into a Funding Agreement with the Assignee dated_December 30, <br /> 2016 by which Assignor agreed to cause the replacement of public park path improvements <br /> on Assignee's property("Project'). <br /> WHEREAS Assignor entered into a contract,with the Contractor dated_January 3,2017 ,for <br /> the construction of the Project hereinafter referred to as"Contract". <br /> WHEREAS, Pursuant to the Funding Agreement,Assignor and Assignee agreed that upon completion <br /> of the Project, Assignor would assign and the Assignee would assume all Assignor's rights under and <br /> warranties, from the Contract. The assignment and assumption does not include any of Assignor's <br /> obligations under the Contract and Contractor by its signature on this Agreement acknowledges that <br /> Assignor's obligations under the Contract have been satisfied as of the date of this Agreement. <br /> WHEREAS, Pursuant to the Funding Agreement,Assignor and Assignee agreed that upon completion <br /> of the Project,Assignor would assign and the Assignee would assume all liabilities and responsibilities <br /> to the Project and to the improvements and work included and a part of the Project, Assignee further <br /> agreed on behalf of itself and all successors and assigns to release MidPen and its related and affiliated <br /> entities and their insurers from all responsibility and liability associated with the Project. <br /> WHEREAS,the Contract permits the Assignor to assign its rights under the Contract. <br /> NOW THEREFORE,IN CONSIDERATION OF THE MUTUAL COVENANTS,PROMISES, <br /> REPRESENTATITIONS AND AGREEMENTS SET FORTH HEREIN,AND FOR OTHER <br /> GOOD AND VALUABLE CONSIDERATION,THE RECEIPT SUFFICIENCY AND <br /> EXCHANGE OF WHICH ARE HEREBY ACKNOWLEDGED,THE PARTIES,INTENDING <br /> TO BE LEGALLY BOUND,AGREE AS FOLLOWS: <br /> 1. Assignor and Assignee acknowledge and confirm that both have read the Contract and <br /> understand all rights,title, interest,obligations,responsibilities and duties in and pursuant to <br /> the Contract. <br /> 2. Assignor by its signature below acknowledges and agrees that as of the date of this Agreement, <br /> all of Assignor's rights,title, interest in and pursuant to the Contract,are assigned to Assignee. <br /> It is further agreed that this assignment does not include the Assignor's obligations, <br /> responsibilities and duties under the Contract <br /> 3. Assignee by its signature below acknowledges and agrees that as of the date of this Agreement, <br /> Assignee assumes all of Assignor's rights,title, interest, in and pursuant to the Contract.It is <br /> further agreed that this assumption does not include the Assignor's obligations,responsibilities <br /> and duties under the Contract <br /> 1 <br />