05 - JOINT PH - Vista Del Rio DDA

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planning requirements, and requirements arising from or relating to the adoption or amendment of, any applicable general plan, subdivision and parcel map requirement; environmental requirements, including the requirements of the California Environmental Quality Act and the National Environmental Policy Act and the preparation and approval of all required environmental impact statements and reports; use, occupancy and building permit requirements; public utilities requirements, and any other Governmental Requirements applicable to the Property or the Project. 9.7 Rights of Others. Vista Del Rio is in compliance with all covenants, conditions, restrictions, easements, rights of way and other rights of third parties relating to the Property. 9.8 Litigation. There are no material actions or proceedings pending or, to the best of Vista del Rio's knowledge, threatened against or affecting Vista Del Rio or any property of Vista Del Rio before any Governmental Authority, except as disclosed to City in writing prior to the execution of this Agreement. 9.9 Bankruptcy. To the best of Vista Del Rio's knowledge, no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Vista Del Rio, nor are any of such proceedings contemplated by Vista Del Rio. 9.10 Information Accurate. To the best of Vista Del Rio's knowledge, all information, regardless of its form, conveyed by Vista Del Rio to City and Agency, by whatever means, is accurate, correct and sufficiently complete to give City and Agency true and accurate knowledge of its subject matter, and does not contain any misrepresentation or omission. 9.11 Conflicts of Interest. No member, official or employee of the City or Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his/her personal interests or the interests of any corporation, partnership or association in which he/she has a direct or indirect financial interest. The Vista Del Rio warrants that it neither has paid nor given, nor will pay or give, any third party any money or other consideration for obtaining this Agreement. 9.12 Nonliability of City Officials and Employees. No member, official or employee of the City or Agency shall be personally liable to the Vista Del Rio in the event of any default or breach by the City or Agency or for any amount which may become due to Vista Del Rio or on any obligations under the terms of this Agreement. 9.13 No Assignment. Vista Del Rio expressly acknowledges and agrees that the City and Agency have only agreed to assist Vista Del Rio as a means by which to induce the construction and development of the Property/Project. Accordingly, Vista Del Rio further expressly acknowledges and agrees that this Agreement is a personal right of Vista Del Rio that is neither negotiable, transferable, nor assignable except as set forth in Section 16.2. 9.14 Applicable Law. This Agreement shall be interpreted, governed and enforced under federal and state laws. 9.15 Third Parties. The Authority is an intended third party beneficiary of this Agreement, with full rights (but no obligation) to enforce all terms, provisions and covenants contained herein. This Agreement is made for the sole benefit of Vista Del Rio, the City, the DOCSOC/ 1475221 v5/200272-0004 22