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Until the Closing, the Agency shall, upon learning of any fact or condition which <br />would cause any of the warranties and representations in this Section 205.1 not to be true as of <br />Closing, immediately give written notice of such fact or condition to the Developer. Such <br />exception(s) to a representation shall not be deemed a breach by the Agency hereunder, unless such <br />representation was false when made, but shall constitute 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 of the Closing, subject to such disclosed matter(s). If, following the <br />disclosure of such matter, the Developer elects to not close Escrow, then this Agreement and the <br />Escrow shall automatically terminate and neither party shall have any further rights, obligations or <br />liabilities hereunder. The representations and warranties set forth in this Section 205.1 shall survive <br />the Closing. <br />205.2 Developer's Representations. The Developer represents and warrants to <br />the Agency as follows: <br />(a) Authority. The Developer is a duly organized California limited <br />liability company and is authorized to do business and is in 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 true and complete copies of the originals, as <br />amended to the Date of Agreement. The Developer has full right, power and lawful 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 />(b) Experience. The Developer (or its managing member) is an <br />experienced developer of residential projects similar in size, scope, and quality to the Developer <br />Improvements to be constructed pursuant to this Agreement. <br />(c) No Conflict. 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 Developer Bankruptcy. Developer is not the subject of a <br />bankruptcy proceeding. <br />(e) Compliance with Laws. 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 12101, et seq., Government Code Section 4450, et seq., <br />Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code <br />Section 51, et seq. <br />DOC S O C/ 14 0067 3 v 14/20027 2-0001 <br />21