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San Francisco Public Utilities Commission Real Estate Services Division 525 Golden Gate Avenue, loth Floor San Francisco, CA 94102 Attn: Real Estate Director Re: 401 & 403 Old Bernal Avenue, Pleasanton or such other address as either Party may from time to time specify in writing to the other Party, A properly addressed notice, consent, request, or approval transmitted by one of the foregoing methods shall be deemed received upon the confirmed date of delivery, attempted delivery, or rejected delivery, whichever occurs first. Any e-mail addresses or facsimile numbers provided are for convenience of communication and neither Party may give an official or binding notice, consent, request, or approval by e-mail or facsimile. The effective time of a notice, consent, request, or approval shall not be affected by the receipt, prior to receipt of the original, of an e- mailed or telefacsimile copy of the notice, consent, request, or approval. 10.2 Successors and Assigns This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors, heirs, legal representatives, administrators and assigns. Buyer's rights and obligations under this Agreement shall not be assignable without City's prior written consent; provided, however, even if City approves any such proposed assignment, in no event shall Buyer be released of any of its obligations under this Agreement. 10.3 Amendments This Agreement may be amended or modified only by a written instrument signed by the Buyer and City. 10.4 Authority of Buyer Buyer represents and warrants to City that Buyer is a municipal corporation duly organized, validly existing, and in good standing under the laws of the State of California. Buyer further represents and warrants to City that this Agreement and all documents executed by Buyer that are to be delivered to City at Closing: (a) are or at the time of Closing will be duly authorized, executed and delivered by Buyer; (b) are or at the time of Closing will be legal, valid and binding obligations of Buyer; and (c) do not and at the time of Closing will not violate any provision of any agreement or judicial order to which Buyer is a Party or to which Buyer is subject. Notwithstanding anything to the contrary in this Agreement, the foregoing representations and warranties and any and all other representations and warranties of Buyer contained in this Agreement or in other agreements or documents executed by Buyer in connection with the purchase transaction contemplated by this Agreement, shall survive the Closing Date. 10.5 Buyer's Representations and Warranties Buyer makes the following representations as of the date of this Agreement and at all times throughout this Agreement: (a) Buyer is a municipal corporation duly organized and validly existing and in good standing under the laws of the jurisdiction in which it was formed. Buyer has duly authorized by all necessary action the execution, delivery and performance of this Agreement. 11