AgdaPkt 2021.02.08 Joint SA PFA - Laserfiche WebLink

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8.A. - Page 32 of 154 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 Developer, in which case Developer 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 James O'Connell, Senior Civil Engineer. 13. Warranties Re resentations and Covenants of Develo er. Developer hereby warrants, represents, and/or covenants to City that: 13.1. Remediation Work. Prior to the Close of Escrow, Developer 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 Developer'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 Developer's knowledge, there are no encroachments onto the Public Right -of -Way and Public Service Easement Area by improvements on any adjoining property. 13.4. Developer's Title. Until the Close of Escrow, Developer shall not do anything, which would impair Developer's title to the Public Right -of -Way and Public Service Easement Area. 13.5. Conflict with Other Obli ation. To the best of Developer's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or breach any of the provisions of any bond, note, evidence of indebtedness, contract, lease, covenants, conditions and restrictions, or other agreement or instrument to which Developer or the Public Right -of -Way and Public Service Easement Area may be bound. 13.6. Authori . Developer is the owner of and has the full right, power, and authority to sell, convey, and grant the Public Right -of -Way and Public Service Easement to City as provided herein and to carry out Developer's obligations hereunder. 13.7. Bankruptcy. Neither Developer nor any related entity is the subject of a bankruptcy proceeding, and permission of a bankruptcy court is not necessary for Developer to be able to transfer the Public Right -of -Way and Public Service Easement Area as provided herein. 13.8. Governmental Compliance. Developer has not received any notice from any governmental agency or authority alleging that the Public Right -of -Way and Public Service Easement 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 Developer following the Effective Date, Developer shall notify City within ten (10) days of receipt of such REV: 01-21-20201 PR ATTYIAGR.2021.011/1548 Maple LLC (Page 10 of 25) 244