Representations by City. City represents and warrants to Developer as follows: a. City is a California municipal corporation. The execution, performance, and delivery of this Agreement by City has been fully authorized by all requisite actions on the part of City. The persons who have executed this Agreement on behalf of City are authorized to bind City by their signatures hereto. b. City does not, as far as is known to City, have any contingent obligations or contractual agreements which will adversely affect the ability of City to carry out its obligations hereunder. c. There are no pending or, to City’s knowledge, threatened, legal proceedings to which City is or may be made a party or to which it or any of its property is or may become subject, which will adversely affect the ability of City to carry out its obligations hereunder. d. There is no action or proceeding pending or, to City’s knowledge, threatened, looking toward the dissolution or liquidation of City and there is no action or proceeding pending or, to City’s knowledge, threatened by or against City which could affect the validity and enforceability of the terms of this Agreement, or adversely affect the ability of City to carry out its obligations hereunder. e. City is not the subject of a bankruptcy proceeding. f. To City’s knowledge, the execution and delivery of this Agreement and all other documents to be executed by City pursuant to this Agreement will not constitute or result in any default or event that with notice or the lapse of time, or both, would be a default, breach, or violation of any other agreement, instrument, or arrangement by which City is bound. g. To City’s knowledge, the execution and delivery of this Agreement and all other documents to be executed by City pursuant to this Agreement and the consummation of the transactions contemplated herein will not violate any provision of or require any consent, authorization, or approval under any law or administrative regulation or any other order, award, judgment, writ, injunction or decree applicable to, or any governmental permit or license issued to City. h. To City’s knowledge, no representation, warranty, or covenant of City in this Agreement, or in any document or certificate furnished or to be furnished to Developer pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. i. City has not entered into and, to City’s knowledge, there are no unrecorded purchase agreements, option agreements, rights of first refusal, conditional sales contracts or other title retention agreements which would prevent City from conveying a leasehold interest to the Site to Developer pursuant to the terms of the Agreement. j. To City’s knowledge, there is not currently any contemplated eminent domain proceeding that would affect the Site. k. There is no pending or, to City’s knowledge, threatened claims, allegations or lawsuits of any kind, whether for personal injury, property damage, landlord tenant disputes, property taxes or otherwise, that could materially and adversely affect the development or operation of the Project in accordance with this Agreement. l. To the City’s knowledge, no Hazardous Materials are or have heretofore been generated, treated, used, stored, disposed of or deposited in or otherwise exist in or on any portion of the Site, and no Hazardous Materials exist in or on the Site that would cause the Site to be unsuitable for the development or operation of the Project or that may support a claim for damages result in liability at common law or under applicable federal, state or local environmental statute, rule, regulation or ordinance and no underground storage tanks, pipelines or clarifiers are located on the Site. m. To City’s knowledge, there are no current zoning, building, environmental protection, clear air, pollution, fire or health code violations with respect to the Site or current violations pertaining to the use and occupancy of the Site. n. City has not entered into and, to City’s knowledge, there are no leases, occupancy agreements, licenses or other rights to occupy all or any portion of the Site. o. To City’s knowledge, there are no service, supply, management or other contracts or agreements affecting the Site that will survive the Close of Escrow, except for the Approved Title Exceptions. Each representation and warranty contained in this Section 1.7 shall be restated as of the Close of Escrow. If City becomes aware of any fact or circumstance which would materially change or render materially incorrect, in whole or in part, any representation or warranty made by City under this Agreement, whether as of the date given or at any time thereafter through the Close of Escrow (whether or not the representation or warranty was based on knowledge as of a particular date), City will get prompt written notice of such changed fact or circumstance to Developer and Developer may, as its sole remedy, terminate this Agreement by written notice to City. All representations or warranties herein shall survive the Close of Escrow. As used in this Section 1.7, the term “knowledge” or “known” shall mean the actual (not constructive or imputed) knowledge of the City Manager, without any investigation or inquiry or duty of investigation or inquiry.
Appears in 1 contract
Representations by City. City represents and warrants to Developer as follows:
a. (a) City is a California municipal corporation. The execution, performance, and delivery of this Agreement by City has been fully authorized by all requisite actions on the part of City. The persons who have executed this Agreement on behalf of City are authorized to bind City by their signatures hereto.
b. (b) City does not, as far as is known to City, have any contingent obligations or contractual agreements which will adversely affect the ability of City to carry out its obligations hereunder.hereunder.
c. (c) There are no pending or, so far as is known to City’s knowledge, threatened, legal proceedings to which City is or may be made a party or to which it or any of its property is or may become subject, which will adversely affect the ability of City to carry out its obligations hereunder.
d. (d) There is no action or proceeding pending or, to City’s 's knowledge, threatened, looking toward the dissolution or liquidation of City and there is no action or proceeding pending or, to City’s 's knowledge, threatened by or against City which could affect the validity and enforceability of the terms of this Agreement, or adversely affect the ability of City to carry out its obligations hereunder.
e. (e) City is not the subject of a bankruptcy proceeding.
f. (f) To City’s 's knowledge, the execution and delivery of this Agreement and all other documents to be executed by City pursuant to this Agreement will not constitute or result in any default or event that with notice or the lapse of time, or both, would be a default, breach, or violation of any other agreement, instrument, or arrangement by which City is bound.
g. (g) To City’s 's knowledge, the execution and delivery of this Agreement and all other documents to be executed by City pursuant to this Agreement and the consummation of the transactions contemplated herein will not violate any provision of or require any consent, authorization, or approval under any law or administrative regulation or any other order, award, judgment, writ, injunction or decree applicable to, or any governmental permit or license issued to City.
h. (h) To City’s 's knowledge, no representation, warranty, or covenant of City in this Agreement, or in any document or certificate furnished or to be furnished to Developer pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.
i. City has not entered into and, to City’s knowledge, there are no unrecorded purchase agreements, option agreements, rights of first refusal, conditional sales contracts or other title retention agreements which would prevent City from conveying a leasehold interest to the Site to Developer pursuant to the terms of the Agreement.
j. To City’s knowledge, there is not currently any contemplated eminent domain proceeding that would affect the Site.
k. There is no pending or, to City’s knowledge, threatened claims, allegations or lawsuits of any kind, whether for personal injury, property damage, landlord tenant disputes, property taxes or otherwise, that could materially and adversely affect the development or operation of the Project in accordance with this Agreement.
l. To the City’s knowledge, no Hazardous Materials are or have heretofore been generated, treated, used, stored, disposed of or deposited in or otherwise exist in or on any portion of the Site, and no Hazardous Materials exist in or on the Site that would cause the Site to be unsuitable for the development or operation of the Project or that may support a claim for damages result in liability at common law or under applicable federal, state or local environmental statute, rule, regulation or ordinance and no underground storage tanks, pipelines or clarifiers are located on the Site.
m. To City’s knowledge, there are no current zoning, building, environmental protection, clear air, pollution, fire or health code violations with respect to the Site or current violations pertaining to the use and occupancy of the Site.
n. City has not entered into and, to City’s knowledge, there are no leases, occupancy agreements, licenses or other rights to occupy all or any portion of the Site.
o. To City’s knowledge, there are no service, supply, management or other contracts or agreements affecting the Site that will survive the Close of Escrow, except for the Approved Title Exceptions. Each representation and warranty contained in this Section 1.7 shall be restated as of the Close of Escrow. If City becomes aware of any fact or circumstance which would materially change or render materially incorrect, in whole or in part, any representation or warranty made by City under this Agreement, whether as of the date given or at any time thereafter through the Close of Escrow (whether or not the representation or warranty was based on knowledge as of a particular date), City will get prompt written notice of such changed fact or circumstance to Developer and Developer may, as its sole remedy, terminate this Agreement by written notice to City. All representations or warranties herein shall survive the Close of Escrow. As used in this Section 1.7, the term “"knowledge” " or “"known” " shall mean the actual (not constructive or imputed) knowledge of the City ManagerCommunity Development Director, without any investigation or inquiry or duty of investigation or inquiry.
Appears in 1 contract
Sources: Affordable Housing Agreement