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disclosure of such matter, the Developer elects to not close Escrow, then this Agreement and the <br />Escrow shall automaticall y terminate and neither party shall have any further rights, obligations or <br />liabilities hereunder. The representations and warrantics set forth in this Section 205.1 sliall survive <br />the Closing. <br />205.2 ev lopei ;'s Representations. The Developer represents and warrants to <br />the Agency as follows: <br />(a) 4uthoi,161. The Developer is duly organized California limited <br />liability company and is authorized to do business and is i11 good standing under the laws of the <br />State of California. The copies of the documents evidencing the organization of the Developer <br />which have been delivered to the Agency are tare and complete copies of the originals, as <br />amended to the Date of Agreement. The Developer has full right, power and la wftll authority to <br />accept the Conveyance of the Site and undertake all obligations as provided herein and the <br />execution, performance and delivery of this Agreement by the Developer has been fully <br />authorized by all requisite actions on the part of the Developer. <br />eloper. <br />(b) The Developer or its managing r ember is are <br />experienced developer of residential projects similar in size, scope, and quality to the Developer <br />Improvements to be corIstRicted pursuant to this Agreement. <br />(c) No Coqflict. To the best of the Developer's knowledge, the <br />Developer's execution, delivery and performance of its obligations under this Agreement will <br />not constitute a default or a breach under any contract, agreement or order to which the <br />Developer is a party or by which it is bound. <br />(d) No Developei- Banla--uptcjp. Developer is not the subject of <br />bankruptcy proceeding. <br />(e) C in i it #its Lamy. . The Developer warrants and represents <br />that it will carry out the development of the Site in conformity with all Governmental <br />Requirements, including, without limitation, all applicable state and federal labor standards and <br />requirements, the City zoning and development standards, building, plumbing, mechanical and <br />electrical codes, and all other provisions of the City's Municipal Code, and all applicable <br />disabled and handicapped access requirements, including without limitation the Americans With <br />Disabilities Act, 42 U.S.C. Section 12 101, et seq., Go ern er t Code Section 4450, et seq. , <br />Government Code Section 11135, el seq., and the Unruh Civil Rights Act, Civil Code <br />Section 51, et seq. <br />Until the Closing, the Developer shall, upon learning of any fact or condition <br />which would cause any of the warranties and representations in this Section 205.2 not to be true <br />as of Closing, immediately give written notice of such fact or condition to the Agency. Such <br />exception(s) to a representation shall not be deemed a breach by the Developer hereunder, but <br />shall constitute an exception which the Agency shall have a right to approve or disapprove if <br />such exception would have an effect on the value and/or operation of the Site. If the Agency <br />elects to close Escrow following disclosure of such information, the Developer's representations <br />and warranties contained herein shall be deemed to have been made as of the Closing, subject to <br />such exception(s). If, following the disclosure of SLIch information, the Agency elects to not <br />21 <br />Ch 400673 v 13/200272 -0001 <br />