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13.5) by the Party claiming such extension is sent to the other Party within sixty (60) days of the <br />commencement of the cause and provided that the Party claiming a delay avails itself of any <br />available remedies. If Notice is sent after such sixty (60) day period, then the extension shall <br />commence to run no sooner than sixty (60) days prior to the giving of such Notice. Times of <br />performance under this Agreement may also be extended in writing by the mutual agreement of <br />the City Manager and Developer, provided that the same does not affect the Term of this <br />Agreement. <br />F.` Effect of Termination. Upon the expiration of the Term, this Agreement <br />shall be deemed terminated and of no further force and effect, subject, however, to the provisions <br />set forth in Section 11.7 ("Surviving Provisions") below. <br />Section 3.3 City Representations 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 />D. The foregoing representations and warranties are made as of the Agreement <br />Date. During the Term of this Agreement, City shall, upon learning of any fact or condition which <br />would cause any of the warranties and representations in this Section 3.3 not to be true, <br />immediately give written Notice of such fact or condition to Developer. <br />Section 3.4 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 California 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: l) made a general assignment for the benefit of creditors; <br />2) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by <br />ATFY/AGR/2025.085-901 EL CAM INO REAL DA <br />REV: 08-01-25 VR <br />Page 19 of 48 <br />