10B Action 2012 0117 - Laserfiche WebLink

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"Very Low - Income" is defined in the Regulatory Agreement. ARTICLE II REPRESENTATIONS; COMPLIANCE WITH FEDERAL REQUIREMENTS 2.1 Borrower's Representations. Borrower represents and warrants to City as follows, and Borrower covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 2.1 not to be true, Borrower shall immediately give written notice of such fact or condition to City. Borrower acknowledges that City shall rely upon Borrower's representations made herein notwithstanding any investigation made by or on behalf of City. (i) Authority; General Partner. Borrower is a limited partnership, duly organized and in good standing under the laws of the State of California. Borrower's general partner is Eden Surf LLC, a California limited liability company whose managing member is Eden Investments, Inc., a California nonprofit public benefit corporation that is duly organized and in good standing under the laws of the State of California and tax- exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Borrower has the full right, power and authority to undertake all obligations of Borrower as provided herein, and the execution, performance and delivery of this Agreement by Borrower has been duly authorized by all requisite actions. The persons executing this Agreement on behalf of Borrower have been duly authorized to do so. This Agreement and the other City Documents constitute valid and binding obligations of Borrower, enforceable in accordance with their respective terms. (ii) No Conflict. Borrower's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Borrower is a parry or by which it is bound. (iii) No Litigation or Other Proceeding. No litigation or other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of Borrower to perform its obligations under this Agreement. (iv) No Borrower Bankruptcy. Borrower is not the subject of a bankruptcy or insolvency proceeding. 2.2 Compliance with Federal Requirements. Borrower acknowledge that the funding to be provided pursuant to this Agreement is in part derived from Community Development Block Grant (CDBG) funding provided by the U.S. Department of Housing and Urban Development (HUD) pursuant to Title I of the Housing and Community Development Act of 1974. Borrower agrees to comply with all requirements applicable to the use of such funds, including without limitation, the regulations set forth in 24 CFR 570 et seq. (the "CDBG Regulations ") and the provisions set forth in Exhibit F attached hereto and incorporated herein by this reference. 1755895.2