AgdaPkt 2021.02.08 Joint SA PFA - Laserfiche WebLink

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6.B. - Page 12 of 113 4.3 unless any such condition is waived in writing by City acting in the discretion of City' s Authorized Representative. (a) No Default. There shall exist no condition, event or act which would constitute a material breach or default by Developer under this Agreement or any other City Document, or which, upon the giving of notice or the passage of time, or both, would constitute such a material breach or default. (b) Representations. All representations and warranties of Developer contained herein or in any other City Document or certificate delivered in connection with the transactions contemplated by this Agreement shall be true and correct in all material respects. (c) Due Authorization and Good Standing, Organizational Documents. Developer shall have delivered to City copies of each of the following: (i) certified articles of incorporation and certificate of good standing indicating that Developer is properly organized, in good standing, and authorized to do business in the State of California, (ii) Developer' s bylaws certified as current, accurate and complete as of the Effective Date by an authorized officer of Developer, (iii) certified resolution indicating that Developer's governing board has authorized the transactions contemplated by this Agreement, and that the persons executing this Agreement and the other City Documents on behalf of Developer have been duly authorized to do so, and (iv) verification of the tax-exempt status of Developer. (d) Ownership of the Property. Developer shall have provided evidence to City that Developer possesses fee title to the Property. (e) Execution, Delivery and Recordation of Documents. Developer shall have executed, acknowledged as applicable, and delivered to City, or if so instructed, into escrow, this Agreement, and all other documents required in connection with the transactions contemplated hereby, including without limitation the Deed of Trust and the Regulatory Agreement. Concurrently with the Closing, the Regulatory Agreement and the Deed of Trust shall be recorded in the Official Records. (f) Mechanics' Liens. Developer shall have delivered to City evidence reasonably satisfactory to City that there are no mechanics' liens or stop notices related to the Property or the Project, and Developer shall have provided to City evidence of full waivers or releases of lien claims or evidence that any lien claims have been bonded against, released, or insured against. (g) Lender's Title Policy. If requested by City, the Title Company shall, upon payment of the premium there for, be committed to issue an ALTA Lender' s Policy of Title Insurance for the benefit and protection of City ("Lender's Title Policy") in the amount of the Grant, insuring that the Deed of Trust and the Regulatory Agreement are subject only to such title exceptions and such other defects, liens , conditions, encumbrances, restrictions, easements and exceptions as City may reasonably approve in writing (collectively, "City's Permitted Exceptions"), showing title to the Property vested in Developer, and containing such endorsements as City may reasonably require, SM [iM1401 ■9:t 25 ATTY/AGR.2020.305/Habitat for Humanity Greater San Francisco (Grant Agreement w/ Exhibits) (Page 8 of 109)