Item 29 - Installment Sale Agreement for Automated Metering Infrastructure Project

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City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 23 of 49 Exhibit C The Recipient possesses all water rights necessary for this Project. C.1.6 Solvency and Insurance. None of the transactions contemplated by this Agreement will be or have been made with an actual intent to hinder, delay, or defraud any present or future creditors of Recipient. The Recipient is solvent and will not be rendered insolvent by the transactions contemplated by this Agreement. The Recipient is able to pay its debts as they become due. The Recipient maintains sufficient insurance coverage considering the scope of this Agreement, including, for example but not necessarily limited to, general liability, automobile liability, workers compensation and employer liability, professional liability. C.1.7 Legal Status and Eligibility. The Recipient is duly organized and existing and in good standing under the laws of the State of California. Recipient must at all times maintain its current legal existence and preserve and keep in full force and effect its legal rights and authority. The Recipient acknowledges that changes to its legal or financial status may affect its eligibility for funding under this Agreement and commits to maintaining its eligibility. Within the preceding ten years, the Recipient has not failed to demonstrate compliance with state or federal audit disallowances. C.1.8 Financial Statements and Continuing Disclosure. The financial statements of Recipient previously delivered to the State Water Board as of the date(s) set forth in such financial statements: (a) are materially complete and correct; (b) present fairly the financial condition of the Recipient; and (c) have been prepared in accordance with GAAP. Since the date(s) of such financial statements, there has been no material adverse change in the financial condition of the Recipient, nor have any assets or properties reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered, except as previously disclosed in writing by Recipient and approved in writing by the State Water Board. The Recipient is current in its continuing disclosure obligations associated with its material debt, if any. C.1.9 System Obligations The Recipient has no System Obligations other than those defined in this Agreement. C.1.10 No Other Material Debt. The Recipient has no Material Obligations other than System Obligations. C.1.11 Compliance with State Water Board Funding Agreements. The Recipient represents that it is in compliance with all State Water Board funding agreements to which it is a party. C.2 DEFAULTS AND REMEDIES In addition to any other remedy set forth in this Agreement, the following remedies are available under this Agreement.