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set forth in this Agreement, no statements, representations or warranties have been made or are
<br />made and no responsibility has been or is assumed by City, or by any officer, employee, person,
<br />firm, agent or representative acting or purporting to act on behalf of City, as to any matters
<br />concerning, or that might in any manner affect, the Maple Street Vacation Area, including its
<br />condition or repair or the value or income potential thereof, and Strada is not relying upon any such
<br />statement, representation or warranty. Strada acknowledges that City has requested Strada to
<br />inspect fully such property and investigate all matters relevant thereto and to rely solely upon the
<br />results of Strada's own inspections or other information obtained or otherwise available to Strada,
<br />rather than any information that may have been provided by City to Strada, other than City's express
<br />representations and warranties set forth in this Agreement or in the documents executed in
<br />connection with this Agreement.
<br />10.3. Strada Waiver and Release. As a material part of the consideration of this
<br />Agreement, effective upon Close of Escrow, Strada, on its behalf and on behalf of its members,
<br />managers, lenders, successors and assigns hereby releases and discharges City and its employees,
<br />contractors, representatives, agents and elected officials (collectively, "City Parties"), and each
<br />and all of them, from and against, and waives, any and all claims, suits, liabilities, losses, costs,
<br />expenses (including, without limitation, attorneys' fees and costs) and damages of any kind or
<br />character to any person or property arising from or relating to the existing conditions of the Maple
<br />Street Vacation Area, including any condition of environmental contamination or pollution at the
<br />Maple Street Vacation Area that existed or occurred prior to the Closing (including, without
<br />limitation, the contamination or pollution of any soil, surface water or groundwater at the Maple
<br />Street Vacation Area) and/or the suitability of the Maple Street Vacation Area for Strada's
<br />ownership and further development.
<br />11. Closine Statement. Strada and City hereby instruct Escrow Agent to release copies
<br />of their respective closing statements to each other.
<br />12. Warranties Re resentations and Covenants of City. City hereby warrants,
<br />represents, and/or covenants to Strada that:
<br />12.1. Pendine Claims. To the best of City's knowledge, there are no actions, suits,
<br />claims; legal proceedings, or any other proceedings affecting the Maple Street Vacation Area or
<br />any portion thereof, at law, or in equity before any court or governmental agency, domestic or
<br />foreign.
<br />12.2. City's Title. From the Effective Date through the Close of Escrow, City shall
<br />not do anything which would impair City's title to the Maple Street Vacation Area.
<br />12.3. Conflict with Other Oblieation. To the best of City's knowledge, neither the
<br />execution of this Agreement nor the performance of the obligations herein will conflict with, or
<br />breach any of the provisions of any bond, note, evidence of indebtedness, contract, lease, covenants,
<br />conditions and restrictions, or other agreement or instrument to which City or the Maple Street
<br />Vacation Area may be bound.
<br />Exhibit F-70
<br />OAK #4843-3885-9090 vl I
<br />ATTY/AGR/2018.094/STRADA DEVELOPMENT AGREEMENT
<br />REV: 07-27-18 VR
<br />Page 70 of 94
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