2017/12/20 Council Agenda Packet

I of trust or other instrument securing any debt or project financing. Developer further acknowledges that the seniority of the Use Restriction Covenant and the Project Construction Covenant is of critical concern to the City,and the City has no obligation or intention whatsoever to subordinate or otherwise limit the rights of the City under the Project Construction Covenant or the Use Restriction Covenant. ARTICLE VII. REPRESENTATIONS AND WARRANTIES 7.1 City's Representations. City represents and warrants to Developer that,as of the Effective Date and as of Closing: (a) Rights of Third Parties. City has not granted any options nor obligated itself in any manner whatsoever to sell the Property or any portion thereof to any party other than Developer,and there are no contracts or other obligations outstanding regarding the Property or any portion thereof. There are no oral or written leases,rental agreements or other occupancy agreements allowing any person to occupy the Property. City has not granted any options nor obligated itself in any manner whatsoever to sell or lease the Property or any portion thereof to any party other than Developer. (b) No Liens. All persons and corporations supplying labor,materials and equipment to the Property have been paid, and there are no claims of liens as of the date hereof and as of the date of closing (c) Authority. This Agreement and all documents to be executed by City at Closing have been duly authorized,executed and delivered by City and are binding on and enforceable against City in accordance with their terms. City has obtained all authorizations or approvals necessary for City to enter into and perform its obligations under this Agreement. The person signing this Agreement on behalf of City has the legal power, right and actual authority to bind City to the terms and conditions of this Agreement. (d) Litigation. To City's knowledge there are no actions, suits, litigation or proceedings pending or, threatened, which affect the Property or affect the right,power or authority of City to enter into and perform this Agreement in accordance with its terms, or the validity or enforceability of this Agreement or of any action taken by City under this Agreement, in any court or before any governmental authority, domestic or foreign. (e) No Violation. The execution of and entry into this Agreement,the execution and delivery of the documents and instruments to be executed and delivered by City on or prior to the Closing Date, and the performance by City of City's duties and obligations under this Agreement,are not in violation of any contract,agreement or other 9 89