AgdaPkt 2018-05-21 Joint SA PFA - Laserfiche WebLink

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OAK #4843-3885-9090 v10 Exhibit F-71 ATTY/AGR/2018.094/STRADA DOCKTOWN DEVELOPMENT AGREEMENT REV: 05-03-18 PR Page 71 of 93 12.5. Governmental Compliance. To the best of City’s knowledge, City has not received any notice from any governmental agency or authority alleging that the Maple Street Vacation Area is currently in violation of any law, ordinance, rule, regulation or requirement applicable to its use and operation. If any such notice or notices are received by City following the Effective Date, City shall notify Strada within ten (10) days of receipt of such notice. City then, at its option, may either elect to perform the work or take the necessary corrective action prior to the Close of Escrow or refuse to do so, in which case City shall notify Strada of such refusal and Strada shall be entitled to either close Escrow with knowledge of such notice(s) or terminate this Agreement. 12.6. Right to Possession. As of the Effective Date and as of the Close of Escrow, no person or entity other than City has the right to possess the Maple Street Vacation Area, or any portion thereof. 12.7. Non-Foreign Transferor. City is not a “foreign person” within the meaning of the Foreign Investment in Real Property Act or any similar state statute, and City will comply with all of the requirements of the Foreign Investment in Real Property Act and any similar state statute in connection with this transaction. 12.8. Change of Situation. Until the Close of Escrow, City shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 12 not to be true as of the Close of Escrow, immediately give written notice of such fact or condition to Strada, in which case Strada shall be entitled to either close Escrow with knowledge of such fact or condition or terminate this Agreement. As used herein the phrase “to the best of City’s knowledge” means the current, actual knowledge of ___________. 13. Warranties, Representations, and Covenants of Strada. Strada hereby warrants, represents, and/or covenants to City that: 13.1. Remediation Work. Prior to the Close of Escrow, Strada shall have conducted an investigation of the Public Right-of-Way and Public Service Easement Area and shall have completed any and all remediation work due to the presence of any Hazardous Materials located on, in or under the Public Right-of-Way and Public Service Easement Area to the satisfaction of the San Francisco Bay Regional Water Quality Control Board, as provided in Section 10.1 above. 13.2. Pending Claims. To the best of Strada’s knowledge, there are no actions, suits, claims, legal proceedings, or any other proceedings affecting the Public Right-of-Way and Public Service Easement Area, or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign. 13.3. Encroachments. To the best of Strada’s knowledge, there are no encroachments onto the Public Right-of-Way and Public Service Easement Area by improvements on any adjoining property. 6.4.B. - Page 96