Agmt20 HCP, Met Life, SCOA - Laserfiche WebLink

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i. SCOA and each Owner are each duly organized and validly existing under the laws of their respective States of incorporation, and each is in good standing under the laws of the State of California and each has all necessary powers under the laws of the State of California to own property interests and in all other respects enter into and perform the undertakings and obligations of SCOA and each Owner, as applicable, under this Agreement. ii. The execution and delivery of this Agreement and the performance of the obligations of SCOA and each Owner hereunder have been duly authorized by all necessary corporate, partnership or company action and all necessary shareholder, member or partner approvals have been obtained. iii. This Agreement is a valid obligation of SCOA and each Owner and is enforceable in accordance with its terms. iv. Neither SCOA, Met Life nor HCP has (A) made a general assignment for the benefit of creditors, (B) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors, (C) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets, (D) suffered the attachment or other judicial seizure of all, or substantially, all, of its assets, (E) admitted in writing its inability to pay its debts as they come due, or (F) made an offer of settlement, extension or composition to its creditors generally. The foregoing representations `and warranties are made as of the Effective Date. SCOA and each Owner shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Subsection 2(b) not to be true, immediately give written notice of such fact or condition to City. Notwithstanding anything to the contrary in this Agreement, SCOA and each Owner is making all representations and,warranties with respect to itself only, and not as to any other party, and shall not be liable for a failure of a representation and warranty of the other party(ies) that was not caused by SCOA or such Owner, as applicable. 3. Engineering Plans and Final Construction Documents. (a) Engineering Plans and Final Construction. Prior to the Effective Date, SCOA has caused its consultant, BKF Engineers (`BKF"), to prepare those certain engineering plans, drawings and specifications dated October 2, 2020 (collectively, the "Engineering Plans"), for construction of the Levee Improvements, has approved such Engineering Plans, and has submitted them to City for review and approval. The Designated City Official (as identified and defined in Subsection 3(d) below) has confirmed that the Engineering Plans dated October 2, 2020 are approved by the City. Accordingly, the approved Engineering Plans are binding on the Parties, and shall be referred to herein as the "Final Construction Documents". The Final Construction Documents are an integral part of the Agreement, subject to revisions as set forth in Subsections 3(b) — (d) below. In the event of any inconsistencies between the terms of this Agreement and the Final Construction Documents, the terms of this Agreement shall control except to the extent SCOA and the Designated City Official otherwise mutually agree in writing. The Parties acknowledge that the process of obtaining City approval of the Engineering Plans pursuant to this Section 3 is not intended to replace or circumvent any obligation on the part of OAK 44819-4834-1908 v20