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ARTICLE 7. <br />REPRESENTATIONS AND WARRANTIES <br />Section 7.1 Developer's Representations and Warranties. <br />(a) Developer represents and warrants that: <br />(1) Developer owns or has the legal right or option to acquire the <br />Affordable Site. <br />(2) Each individual executing this Agreement on behalf Developer is <br />duly authorized to execute and deliver this Agreement on behalf of the Developer (and that no <br />additional signatures are required in order for this Agreement to be binding) in accordance with <br />authority granted under the formation documents of the Developer, and by a duly passed resolution <br />of its Board of Directors, members, or managers, as applicable, that all conditions to the exercise <br />of such authority have been satisfied, and that this Agreement is binding upon Developer in <br />accordance with their respective terms. <br />(3) To the best of Developer's knowledge, the Affordable Site contains <br />no Hazardous Materials other than as disclosed in the project due diligence reports, and is not <br />subject to a property mitigation response plan or property closure report and there are no other <br />conditions that constitute material constraints on development of affordable housing on the <br />property. <br />(4) At the Close of Escrow, the Affordable Site shall be delivered free <br />and clear of any occupants <br />(b) Upon request, Developer agrees to deliver such documents reasonably <br />necessary to evidence the foregoing. <br />Section 7.2 Qualified 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 />ATTY/AGR/2025.084/920 SHASTA AFFORDABLE HOUSING LAND DONATION AGREEMENT <br />REV: 10-16-25 VR <br />Page 31 of 41 <br />