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5 <br />16. Authority to Execute. Each person executing this Agreement on behalf of Owner <br />and the City, respectively, warrants his or her authority to do so. <br />17. Warranties. Owner warrants and represents to the City that (1) Owner owns fee <br />title to the Property, (2) Owner has the authority to execute this Agreement and executing it <br />does not violate any agreement to which Owner is a party or any covenant by which the <br />Property is bound, and (3) Owner has no knowledge of any condition affecting the Property <br />that would materially and adversely affect the ability of the City to use the Property for the <br />Anticipated City Use in Part A above, except as disclosed to the City in writing. <br />18. Consents. The parties agree to act in good faith and with fair dealing with one <br />another in the execution, performance, and implementation of the terms and provisions of this <br />Agreement. Whenever the consent, approval, or other action of a party is required under any <br />provision of this Agreement, such consent, approval, or other action will not be unreasonably <br />withheld, delayed, or conditioned by the party unless the p rovision in question expressly <br />authorizes the party to withhold or deny consent or approval or to decline to take action in <br />accordance with a different standard, in which case the consent or approval or the decision to <br />not take action may be withheld, delayed, or conditioned in accordance with the different <br />standard. Any provision indicating that consent is not to be unreasonably withheld will be <br />interpreted to mean that consent will not be unreasonably withheld, delayed, or conditioned. <br />19. Additional Provision(s)’. The parties will comply with any Additional Provision(s) <br />in Part A. In the event of any conflict between Part B and the Additional Provisions in Part A, <br />the Additional Provisions will control. <br />[signatures on following pages(s)] <br />