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7. Lathrop Property- License Agreement Attachment 1 O8/23/2012 Exhibit A Redwood City Redevelopment Agency (which took effect on February 1, 2012 per the California Supreme Court decision), and the passage of AB 1484, the Dissolution Act Amendment, the state of the City Property transfer from the Redwood City Redevelopment Agency to CITY is currently unclear. The Department of Finance and the State Controller are or will be reviewing the City Property transfer and may direct CITY to transfer the City Property to the Successor Agency to the Redwood City Redevelopment Agency. CITY in good faith believes that its execution of this Agreement is permitted by the Dissolution Act and the Dissolution Act Amendment. However, given the uncertain state of related laws, uncertainty as to the full effect of the Dissolution Act or its Amendment, and the possibility of future legislative enactments, City expressly disclaims any representation or warranty to that effect (written or oral, or express or implied) and LICENSEE expressly acknowledges and agrees that upon direction from San Mateo County or the State of California, CITY may have to revoke the license granted hereunder. LICENSEE REPRESENTS AND WARRANTS TO CITY THAT IT HAS READ AND UNDERSTANDS THE CONTENTS OF THIS LICENSE, HAS HAD AN OPPORTUNITY TO REVIEW AND DISCUSS IT WITH COUNSEL OF ITS CHOOSING, AND AGREES TO COMPLY WITH AND BE BOUND BY ALL OF ITS PROVISIONS. IN WITNESS WHEREOF the parties have executed this Agreement as of the day and date first above written. REDWOOD CITY: LICENSEE: By: By: Robert B. Bell, City Manager Name: Its: By: Name: Its: ATTEST: Sylvia Vonderlinden, City Clerk ATTY/AGR/2012.096/LATHROP PARC LICENSE AGREEMENT REV:07-17-12 VR Page 11 of 12 OB RESO #12-03