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EXHIBIT C <br />EMPOWERMENT ZONE GRANT REQUIREMENTS <br /> <br /> This Exhibit C to the Agreement shall constitute the a material portion of the Agreement <br />between the City of Santa Ana ("CITY") and Pacific Institute ("CONSULTANT"). <br /> <br />I. CONSULTANT'S OBLIGATIONS <br /> <br />A. Non-Profit Status - Representations and Warranties. <br /> <br /> (a) Authority. CONSULTANT is duly organized and existing and in good standing and <br />authorized to do business under the laws of the State of California. CONSULTANT has full <br />right, power and lawful authority to accept the funding hereunder and to undertake all <br />obligations as provided herein. <br /> <br /> (b) Experience. CONSULTANT is a qualified provider of the services to be provided <br />hereunder. <br /> <br /> (c) Familiarity With Services Required. By executing this Agreement, <br />CONSULTANT warrants that (i) it has thoroughly investigated and considered the services to be <br />performed and provided hereunder, (ii) it has carefully considered how the services should be <br />performed, and (iii) it fully understands the facilities, difficulties and restrictions attending <br />performance of the services under this Agreement. <br /> <br /> (d) No Conflict. To the best of CONSULTANT'S knowledge, CONSULTANT'S <br />execution, delivery and performance of its obligations under this Agreement will not constitute a <br />default or a breach under any contract, agreement or order to which CONSULTANT is a party or <br />by which it is bound. <br /> <br /> (e) No Bankruptcy. CONSULTANT is not the subject of any current or threatened <br />bankruptcy proceeding. <br /> <br /> (0 No Pending Legal Proceedings. CONSULTANT is not the subject of a current or <br />threatened litigation that would or may materially affect CONSULTANT'S performance under <br />this Agreement. <br /> <br /> (g) Application Veracity. All provisions of and information provided in <br />CONSULTANT'S submittals to CITY regarding the purchase of said real property, including <br />any exhibits, are true and correct in all material respects. <br /> <br /> (h) No Pending Investigation. CONSULTANT is not aware that it is the <br />subject of any current or threatened criminal or civil action investigation by any public agency, <br />including without limitation a police agency or prosecuting authority, that would relate to affect <br />performance of the Agreement or provision of services hereunder. <br /> <br /> <br />