Res 2018-172/amending and restating the Trace Public Improvement District Financing Agreement

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Effective Date. ARTICLE VI. REPRESENTATIONS,WARRANTIES,AND INDEMNIFICATION Section 6.01. Representations and Warranties of City The City makes the following covenant, representation and warranty for the benefit of the Owner: The City is a political subdivision of the State of Texas, duly incorporated, organized and existing under the Constitution and general laws of the State, and has full legal right,power and authority under the PID Act and other applicable law (i) to enter into, execute and deliver this Agreement, (ii) to adopt the Assessment Ordinance, and (iii) to carry out and consummate the transactions contemplated by this Agreement. Section 6.02. Covenants, Representation, and Warranties of Owner The Owner makes the following representations, warranties and covenants for the benefit of the City: (a) The Owner represents and warrants that the Owner is a limited liability company duly organized and validly existing under the laws of the State of California, is in compliance with the laws of the State of Texas, and has the power and authority to own its properties and assets and to carry on its business as now being conducted and as now contemplated. (b) The Owner represents and warrants that the Owner has the power and authority to enter into this Agreement, and has taken all action necessary to cause this Agreement to be executed and delivered, and this Agreement has been duly and validly executed and delivered on behalf of the Owner. (c) The Owner represents and warrants that this Agreement is valid and enforceable obligation of the Owner and is enforceable against the Owner in accordance with its terms, subject to bankruptcy,insolvency,reorganization, or other similar laws affecting the enforcement of creditors' rights in general and by general equity principles. (d) The Owner covenants that once it commences construction of a Segment it will use its reasonable and diligent efforts to do all things which may be lawfully required of it in order to cause such Segment of the Public Improvements to be completed in accordance with this Agreement. (e) The Owner represents and warrants that (i) it will not request payment from the City for the acquisition of any Public Improvements that are not part of the Project, and (ii) it will diligently follow all procedures set forth in this Agreement with respect to Payment Requests. (1) For a period of three (3) years after the final Acceptance Date of each applicable Public Improvement, the Owner covenants to maintain proper books of record and account for 15