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any required consents or other related documents. This fill work to be provided by the City, as <br /> described in this Section 19.7.7 shall be in addition to the fill placed on the Mill Site pursuant to <br /> Section 16.12 above. Following such fill work by the City, the City shall deliver evidence <br /> reasonably satisfactory to OM that the Mill Site Development Area has sufficient toe and bank <br /> protection, as certified by a geotechnical engineer, to prevent the migration of materials caused <br /> by river flow, including flooding events. <br /> 19.7.8 Archaeology/Paleontology <br /> To the actual current knowledge of David Davis, the Director of Engineering at the City, <br /> he is not aware of any archaeological or ethnographic sites or historic structures on the City <br /> Property. The foregoing shall be limited to the extent any OM has any information or materials <br /> to the contrary. <br /> 19.8 OM's Representations, Warranties and Covenants <br /> OM represents, warrants and covenants to the City: <br /> 19.8.1 Power and Authority <br /> OM is a limited liability company duly formed and validly existing under the laws of the <br /> State of California. OM has the authority and power to enter into this Agreement and to <br /> consummate the transaction provided for herein. This Agreement and all other documents <br /> executed and delivered by OM constitute legal, valid, binding and enforceable obligations of <br /> OM, and there are no claims or defenses, personal or otherwise, or offsets whatsoever to the <br /> enforceability or validity of this Agreement. The person executing this Agreement on behalf of <br /> OM has been duly authorized to do so. <br /> 19.8.2 Notice Prior to Closing <br /> OM shall promptly notify the City if OM learns that any of the representations or <br /> warranties cease to be true in any material respect at any time prior to Closing. <br /> 19.9 Survival <br /> All of the representations, warranties and covenants of City and OM contained in this <br /> Agreement shall be true and correct as of the date of this Agreement and shall, as a condition to <br /> Closing, be true and correct in all material respects as of the Closing Date. The Parties' rights to <br /> enforce such representations, warranties and covenants shall survive Closing and such rights to <br /> enforce shall not be merged into any documents delivered at Closing. <br /> 19.10 ENA <br /> The Parties acknowledge that the obligations set forth in the ENA have been fully <br /> satisfied and the ENA is hereby terminated. <br /> -53- <br /> 06107-0063,LEGA 1.13073969.1 <br />