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(3) To the best of Donor's knowledge, the Affordable Site contains no hazardous materials other than as disclosed in the project due diligence reports, and is not subject to a property mitigation response plan or property closure report and there are no other conditions that constitute material constraints on development of affordable housing on the property. (4) At the Close of Escrow, the Affordable Site shall be delivered free and clear of any occupants (b) Upon request,' Donor agrees to deliver such documents reasonably necessary to evidence the foregoing. Section 7.2 Qualified Designee's Representations and Warranties. (a) Qualified Designee represents and warrants that: (1) Each individual executing this Agreement on behalf of Qualified Designee is duly authorized to execute and deliver this Agreement on behalf of the Qualified Designee (and that no additional signatures are required in order for this Agreement to be binding) in accordance with authority granted under the formation documents of the Qualified Designee, and by a duly passed resolution of its Board of Directors, members, or managers, as applicable, that all conditions to the exercise of such authority have been satisfied, and that this Agreement is binding upon such entity in accordance with their respective terms; (2) To the extent applicable the Qualified Designee agrees to comply with all necessary regulations and approvals by the San Mateo County Environmental Health Division and/or the California Department of Toxic Substances Control, the State Water Resource Control Board, or any other applicable agency with jurisdiction over the property. Upon request of either party, the other party agrees to deliver such documents reasonably necessary to evidence the foregoing. ARTICLE 8. MISCELLANEOUS Section 8.1 Successor and Assigns, Assignment. Subject to the terms of this paragraph, this Agreement shall be binding upon the parties hereto and their respective successors and assigns. Except for Permitted Transfers, neither the Donor nor the Qualified Designee may assign, delegate, or otherwise transfer all or any portion of their rights and obligations under this Agreement without the City's consent, which consent may be withheld in City's sole and absolute discretion. Section 8.2 Confidentiality. Qualified Designee and its employees and principals (collectively, the "Confidentiality Parties") shall hold in strict confidence this Agreement and the terms hereof as well as all data and information obtained with respect to Donor and the Affordable Site (collectively, the "Confidential Information"), whether obtained before or after the execution of this Agreement, and whether ATTY/AGR/2024.193.1—AFFORDABLE HOUSING LAND DONATION AGREEMENT REV: 10--22-24 VR Page 27 of 35