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2020-090 -Approving a Disposition and Development Agreement
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2020-090 -Approving a Disposition and Development Agreement
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Last modified
11/23/2020 8:42:01 AM
Creation date
11/23/2020 8:34:16 AM
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City Clerk
Doc Type
Resolution
Agency
Clerk of the Council
Doc #
2020-090
Date
11/17/2020
Destruction Year
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shall be, at such time as they are required to be executed by Optionor, duly authorized, executed <br />and delivered by Optionor and are or shall be, at such time as the same are required to be <br />executed hereunder, valid, legally binding obligations of and enforceable against Optionor in <br />accordance with their terms, except as enforceability may be limited by bankruptcy laws or other <br />similar laws affecting creditors' rights. <br />7.6. Neither the execution or delivery of this Agreement or the documents referenced <br />in this Agreement, nor the incurring of the obligations set forth in this Agreement, and the <br />certificates, declarations and other documents referenced in this Agreement, nor the <br />consummation of the transactions in this Agreement contemplated, nor compliance with the <br />terms of this Agreement and the documents referenced in this Agreement, will violate any <br />provision of law, any order of any court or governmental authority or conflict with or result in <br />the breach of any terms, conditions, or provisions of, or constitute a default under any bond, note <br />or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, <br />partnership agreement, lease or other agreements or instruments to which Optionor is a party or <br />which affect any of the Parcel or the transactions contemplated by this Agreement. <br />7.7. Other than as disclosed by Optionor to Optionee in writing, there are no legal <br />proceedings either pending or, to the knowledge of the Optionor Representatives, threatened, to <br />which Optionor is or may be made a party, or to which the Parcel, is or may become subject or <br />which could reasonably affect the ability of Optionor to carry out its obligations hereunder or <br />which would affect the Parcel. <br />7.8. Optionor holds, and can cause the conveyance of, fee title to the Parcel. The <br />transfer of the Parcel is not subject to any right of first refusal or similar purchase or other <br />options. <br />7.9. There are no brokerage fee, commission, or finders' fee is payable to any person <br />or entity in connection with the transaction contemplated by this Agreement ("Commissions"). <br />Optionor shall promptly advise Optionee in writing if Optionor becomes aware that any <br />representation or warranty made by Optionor is or becomes untrue in any material respect prior <br />to any Close of Escrow. Optionors' representations and warranties set forth in this Section shall <br />be deemed to be restated at consummation of any purchase contemplated in this Agreement and <br />shall survive any such purchase and shall not be merged with any deed. <br />8. Optionee's Representations and Warranties. Optionee hereby represents and warrants to <br />Optionor that, as of the Effective Date: <br />8.1. Optionee has all requisite corporate power and authority to execute and deliver, <br />and to perform all its obligations under, this Agreement. Optionee is duly organized, validly <br />existing and in good standing under the laws of the state of its formation, with full power to enter <br />into this Agreement. <br />8.2. Optionee has (or will have prior to the date by which a particular step is required <br />to be taken or performance of a particular obligation is required to be commenced pursuant to <br />this Agreement) all requisite power and authority required to enter into this Agreement and the <br />instruments referenced in this Agreement, to consummate the transaction contemplated hereby <br />and to take any steps contemplated thereby or hereby, and to perform its obligations hereunder <br />and thereunder. <br />7 <br />
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