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205. .epi'esen a ions and Warranties. <br />205.1 Agency Representations. The Agency represents and warrants to the <br />Developer as follows: <br />(a) The Agency is a public body, corporate and politic, <br />existing pursuant to the California Community Redevelopment La (California Health and <br />Safety Code Section 33000), which has been authorized to transact business pursuant to action of <br />the City. The Agency has full right, power and la wful authority to giant and convey the Site as <br />provided herein and the execution, performance and delivery of this Agreement by the Agency <br />has been fully authorized by all requisite actions oil the part of the Agency. <br />(b) FIRPT The Agency is not a "foreign person" within the <br />parameters of FIR TA or any similar state statute, or is exempt from the provisions of FI PTA <br />or any similar state statute, or the Agency has complied and will comply with all the <br />requirements under FIRPTA or any similar state statute. <br />(c) No Conflict. To the best of the gene 's knowledge, the Agency's <br />execution, delivery and performance of its obligations tinder this Agreement will not constitute <br />default on a breach under any contract, agreement or order to hit the Agency is a party or by <br />which it is bound. <br />(d) Notices of Violation. ion. The Agency has no knowledge of, nor has <br />Agency received any notice of r know of any basis fob', any violations of laws, statutes, <br />regulations, ordinances, other legal requirements with respect t o the Site r any part thereof) or <br />with respect to the use, occupancy or construction thereof, or any investigations by ally <br />governmental or quasi - governmental authority into potential violations thereof or ally <br />condemnation or eminent d rrrain proceedings pending or threatened with respect to the Site or <br />any portion thereof In the event the Agency receives notice of any such violations or <br />investigations affecting the applicable Phase prior to the Closing of such Phase, the Agency <br />promptly shall Notify the Developer thereof. <br />(e) Le and Conti -acts. Except as and to the extent disclosed to the <br />Developer, in writing, there are no leases or other contracts to which the Agency is a part which <br />would affect the property comprising the applicable phase comparison Site. <br />(f) Dell VeI4Y of Materials and Docionents. The Agency's staff' has <br />delivered all relevant materials and documents in its possession and pertaining to the Site to the <br />Developer. <br />Until the Closing, the Agency shall, upon lear'ni'ng of any fact or condition Nvhich <br />would cause any of the warranties and representations in this Section 205.1 not to be true as f <br />Closing, immediately give written notice of stich fact or condition to the Developer. Such <br />exception(s) to a mpresentation shall not be deemed a breach by the Agency hereunder, unless such <br />representation was false when made, but shall c rIstitrrte a matter which the Developer shall have a <br />right to reasonably approve or disapprove. If the Developer elects to close Escrow following <br />disclosure of such information, the Agency's representations and warranties contained herein shall be <br />deemed to have been made as f the Closing, subject to such disclosed ni tter s . If, following the <br />2 <br />DO CSC/ 10073NF 1 31200272 -0 001 <br />