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<br />ATTY/AGR/2022.389/HARBOR VIEW PROJECT DEVELOPMENT AGREEMENT <br />REV: 10-28-2022 VR 14 <br />any such cause shall be for the period of the enforced delay and shall commence to run from the <br />time of the commencement of the cause, if Notice (as defined in Section 14.5) by the Party <br />claiming such extension is sent to the other Party within sixty (60) days of the commencement of <br />the cause. If Notice is sent after such sixty (60) day period, then the extension shall commence to <br />run no sooner than sixty (60) days prior to the giving of such Notice. Times of performance under <br />this Agreement may also be extended in writing by the mutual agreement of the City Manager and <br />Developer. Developer’s inability or failure to obtain financing shall not be deemed to be a cause <br />outside the reasonable control of the Developer and shall not be the basis for an excused delay. <br />Section 4.3 City Rep resentations and Warranties. City represents and warrants to <br />Developer that: <br />A. City is a charter city and municipal corporation, and has all necessary <br />powers under the laws of the State of California to enter into and perform the undertakings and <br />obligations of City under this Agreement. <br />B. The execution and delivery of this Agreement and the performance of the <br />obligations of City hereunder have been duly authorized by all necessary City Council action and <br />all necessary approvals have been obtained. <br />C. This Agreement is a valid obligation of City and is enforceable in <br />accordance with its terms. <br />The foregoing representations and warranties are made as of the Agreement Date. <br />During the Term of this Agreement, City shall, upon learning of any fact or condition which would <br />cause any of the warranties and representations in this Section 4.3 not to be true, immediately give <br />written Notice of such fact or condition to Developer. <br />Section 4.4 Developer Representations and Warranties. Developer represents and <br />warrants to City that: <br />A. Developer is duly organized and validly existing under the laws of the State <br />of Delaware and is authorized to do business in California and has all necessary powers to own <br />property interests and in all other respects enter into and perform the undertakings and obligations <br />of Developer under this Agreement. <br />B. The execution and delivery of this Agreement and the performance of the <br />obligations of Developer hereunder have been duly authorized by all necessary company action <br />and all necessary member approvals have been obtained. <br />C. This Agreement is a valid obligation of Developer and is enforceable in <br />accordance with its terms. <br />D. Developer has not (i) made a general assignment for the benefit of creditors, <br />(ii) filed any volu ntary petition in bankruptcy or suffered the filing of any involuntary petition by <br />Developer’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or <br />substantially all, of Developer’s assets, (iv) suffered the attachment or other judicial seizure of all, <br />or substantially all, of Developer’s assets, (v) admitted in writing its inability to pay its debts as