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