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<br />this Agreement, nor any act of the Grantor Agency or the City, shall be deemed or construed to
<br />create between the Grantor Agency and the Developer (or, except as borrower and lender
<br />between the City and the Developer) any relationship, including but not limited to that of
<br />third-party beneficiary, principal and agent, limited or general partnership, or joint venture.
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<br />Section 10.2. Representations and Warranties. The Developer warrants and rePresents, in
<br />connection with the MIF Grant and for the benefit of the Grantor Agency and the City, that:
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<br /> (a) Representations, statements, and other matters provided by the Developer relating
<br />to those activities of the Project to be completed by the Developer, which were contained in the
<br />Grant Application, were true and complete in all material respects as of the date of submission to
<br />the City and that such representations, statements, and other matters are true as of the date of this
<br />Agreement and that there are no adverse material changes in the financial condition of the
<br />Developer's business.
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<br /> (b) To the best of the Developer's knowledge, no member, officer, of employee of the
<br />City, or its officers, employees, designees, or agents, no consultant, member of the governing
<br />body of the City, and no other public official of the City, who exercises or has exercised any
<br />functions or responsibilities with respect to the Project during his or her tenure shall have any
<br />interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be
<br />performed in connection with the Project or in any activity, or benefit therefrom, which is part of
<br />the Project.
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<br /> (c) The Developer acknowledges that the Grantor Agency, in selecting the City as
<br />recipient of the Grant, relied in material part upon the assured completion of the Project to be
<br />carried out by the Developer, and the Developer warrants that said Project will be carded out by
<br />the Developer.
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<br /> (d) The Developer warrants that to the best of its knowledge, it has obtained all
<br />federal, state, and local governmental approvals, reviews, and permits required by law to be
<br />obtained in connection with the Project and has undertaken and completed all actions necessary
<br />for it to lawfully execute this Agreement as binding upon it.
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<br /> (e) The Developer warrants that it shall keep and maintain books, records, and other
<br />documents relating directly to the Leveraged Funds, and that any duly authorized representative
<br />of the Grantor Agency shall, at all reasonable times, have access to and the right to inspect, copy,
<br />audit, and examine all such books, records, and other documents of the Developer until such time
<br />that the City and the Grantor Agency have both determined that all issues, requirements, and
<br />close-out procedures relating to or arising out of the MIF Grant have been settled and completed.
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<br /> (f) The Developer warrants that no transfer of any or all of the Loan Proceeds by the
<br />City to the Developer shall be or be deemed an assignment of Loan Proceeds, and the Developer
<br />shall neither succeed to any rights, benefits, or advantages of the City under the Grant
<br />Agreement, nor attain any right, privileges, authorities, or interest in or under the Grant
<br />Agreement.
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<br />(g) The Developer warrants that it has fully complied with all applicable local, state,
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