Common use of Representations, Covenants and Warranties of the City Clause in Contracts

Representations, Covenants and Warranties of the City. The City makes the following representations, covenants and warranties to the Authority as of the date of the execution and delivery of this Facility Lease: (a) The City is a municipal corporation and chartered city duly organized and validly existing under the laws of the State of California. (b) The City’s Charter and other applicable laws of the State of California authorize the City to enter into this Facility Lease and to enter into the transactions contemplated by and to carry out its obligations under each of the aforesaid agreements, and by proper action the City has duly authorized and executed each of the aforesaid agreements in accordance with the City’s Charter and other applicable laws of the State of California. (c) The representatives of the City executing this Facility Lease have been fully authorized to execute the same pursuant to a resolution duly adopted by the City Council of the City. (d) This Facility Lease has been duly authorized, executed and delivered by the City and constitutes the legal, valid and binding obligation of the City enforceable against the City in accordance with its respective terms. (e) The execution and delivery of this Facility Lease the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Facility Lease, or the financial condition, assets, properties or operations of the City. (f) No consent or approval of any trustee or holder of any indebtedness of the City or of the voters of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Facility Lease or the consummation of any transactions herein contemplated, except as have been obtained or made and as are in full force and effect. (g) There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of the City after reasonable investigation, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Facility Lease or upon the financial condition, assets, properties or operations of the City, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Facility Lease or the financial conditions, assets, properties or operations of the City. (h) The lease and use of the Leased Property by the City are essential to the purposes of the City.

Representations, Covenants and Warranties of the City. The City makes the following representations, covenants and warranties to the Authority as of the date of the execution and delivery of this Facility Lease:makes (a) The City is a municipal corporation and chartered city duly organized and validly existing under the laws of the State of California. (b) The City’s Charter and other applicable laws of the State of California authorize the City to enter into this Facility Lease and the Site Lease and to enter into the transactions contemplated by and to carry out its obligations under each of the aforesaid agreements, and by proper action the City has duly authorized and executed each of the aforesaid agreements in accordance with the City’s Charter and other applicable laws of the State of California. (c) The representatives of the City executing this Facility Lease and the Site Lease have been fully authorized to execute the same pursuant to a resolution duly adopted by the City Council of the City. (d) This Facility Lease has and the Site Lease have been duly authorized, executed and delivered by the City and constitutes constitute the legal, valid and binding obligation obligations of the City enforceable against the City in accordance with its their respective terms. (e) The execution and delivery of this Facility Lease and the Site Lease, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereofhereof and thereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Facility Lease and the Site Lease, or the financial condition, assets, properties or operations of the City. (f) No consent or approval of any trustee or holder of any indebtedness of the City or of the voters of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Facility Lease and the Site Lease, or the consummation of any transactions herein or therein contemplated, except as have been obtained or made and as are in full force and effect. (g) There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of the City after reasonable investigation, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Facility Lease Lease, the Site Lease, or the Indenture, or upon the financial condition, assets, properties or operations of the City, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Facility Lease Lease, the Site Lease, or the Indenture, or the financial conditions, assets, properties or operations of the City. (h) The lease and use of the Leased Property by the City are essential to the purposes of the City.

Representations, Covenants and Warranties of the City. The City makes the following representationsrepresents, covenants and warranties to the Authority as of the date of the execution and delivery of this Facility Leasewarrants that: (a) The City is a municipal corporation home-rule municipality and chartered city political subdivision of the State duly organized and validly existing under the laws of the State of CaliforniaState. (b) The City’s Charter and other applicable laws of Pursuant to the State of California authorize the City to enter into this Facility Lease and to enter into the transactions contemplated by and to carry out its obligations under each of the aforesaid agreementsSite Lease, and by proper action the City has duly authorized and executed each of leased the aforesaid agreements in accordance with Site Leased Property to the City’s Charter and other applicable laws of the State of CaliforniaTrustee. (c) The representatives of City is authorized, under its Charter and Code, to lease the City executing Leased Property from the Trustee and to execute, deliver and perform its obligations under this Facility Lease have been fully authorized to execute the same pursuant to a resolution duly adopted by the City Council of the CityLease. (d) This Facility The execution, delivery and performance of this Lease by the City has been duly authorized, executed and delivered authorized by the City and constitutes the legal, valid and binding obligation of the City Council. (e) This Lease is enforceable against the City in accordance with its respective terms, limited only by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally, by equitable principles, whether considered at law or in equity, by the exercise by the State and its governmental bodies of the police power inherent in the sovereignty of the State and by the exercise by the United States of America of the powers delegated to it by the Constitution of the United States of America. (ef) The execution execution, delivery and delivery performance of the terms of this Facility Lease by the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, City do not and will not conflict with or constitute result in a violation or breach of the terms, conditions or default (with due notice or the passage provisions of time or both) under any applicable law or administrative rule or regulation, restriction or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the City is now a party or by which it or its properties are otherwise subject or the City is bound, or constitute a default under any of the foregoing or, except as specifically provided in this Lease, the Site Lease or the Indenture, result in the creation or imposition of any prohibited lien, charge a lien or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Facility Lease, or the financial condition, assets, properties or operations of the City. (f) No consent or approval of any trustee or holder of any indebtedness of the City or of the voters of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Facility Lease or the consummation of any transactions herein contemplated, except as have been obtained or made and as are in full force and effect. (g) There is no action, suit, proceeding, inquiry litigation or investigation before proceeding pending or by any court or federal, state, municipal or other governmental authority pending or, to the best of its knowledge threatened against the City or any other Person affecting the right of the City after reasonable investigationto execute, threatened against deliver or affecting the City or the assets, properties or operations perform its obligations of the City which, if determined adversely to the City or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of under this Facility Lease or upon the financial condition, assets, properties or operations of the City, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Facility Lease or the financial conditions, assets, properties or operations of the CityLease. (h) The lease City will recognize economic and other benefits by the leasing of the Leased Property pursuant to this Lease; the Leased Property is, and any Leased Property substituted for the initial Leased Property will be, property that is necessary and essential to the City’s purpose and operations; and the City expects that the Leased Property will adequately serve the needs for which it is being leased throughout the Scheduled Lease Term. (i) The Base Rentals payable in each Fiscal Year during the Lease Term are not more than the fair value of the use of the Leased Property during such Fiscal Year. The Base Rentals and Additional Rentals payable in each Fiscal Year during the Lease Term do not exceed a reasonable amount so as to place the City under an economic compulsion (i) to continue this Lease beyond any Fiscal Year, (ii) not to exercise its right to terminate this Lease at any time through an Event of Nonappropriation or (iii) to exercise any of its options to purchase the Leased Property hereunder. The Purchase Option Price is the City’s best estimate of the fair purchase price of the Leased Property at the time of exercise of the City’s option to purchase the Leased Property by paying the Purchase Option Price. The Scheduled Lease Term and the final maturity of the Series 2017 Certificates do not exceed the weighted average useful life of the Improvements or any other real property improvements currently located on the Site Leased Property. The period from the beginning of the Lease Term through the date on which each item of Equipment is to be released from this Lease does not exceed the remaining useful life of such item of Equipment. In making the representations, covenants and warranties set forth above in this subsection, the City has given due consideration to the Project, the purposes for which the Leased Property will be used by the City, the benefits to the City from the use of the Leased Property, the City’s options to purchase the Leased Property hereunder and the terms of this Lease governing the use of, and the City’s options to purchase, the Leased Property. (j) The City presently intends and expects to continue this Lease annually until the leasehold interest in the Leased Property is acquired by the City are essential pursuant to the purposes of this Lease; but this representation does not obligate or otherwise bind the City. (k) The City is not aware of any current violation of any Requirement of Law relating to the Leased Property. (l) The City has appropriated sufficient legally available moneys to pay the Base Rentals payable in the current Fiscal Year and the Additional Rentals estimated to be payable in the current Fiscal Year.

Representations, Covenants and Warranties of the City. The City makes the following representationsrepresents, covenants and warranties to the Authority warrants as of the date of the execution and delivery of this Facility Leasefollows: (a) The City is a municipal corporation duly and chartered city regularly created, organized and existing home rule municipality and political subdivision of the State, duly organized and validly existing operating under the Charter, the Constitution and the laws of the State of CaliforniaState. (b) The City’s Charter and other applicable laws of Pursuant to the State of California authorize the City to enter into this Facility Lease and to enter into the transactions contemplated by and to carry out its obligations under each of the aforesaid agreementsSite Lease, and by proper action the City has duly leased the Leased Property to the Lender, as authorized and executed each of the aforesaid agreements in accordance with the City’s Charter and other applicable laws of the State of Californiaby C.R.S. § 00-00-000. (c) The representatives City is authorized, under C.R.S. § 00-00-000, to lease the Leased Property from the Lender and to execute, deliver and perform its obligations under this Lease. (d) The lease of the Leased Property from the Lender and the construction of the Project pursuant to this Lease and the Escrow Agreement serve a public purpose and are in the best interests of the City executing and its residents. (e) The execution, delivery and performance of this Facility Lease have been fully authorized to execute and the same pursuant to a resolution duly adopted Escrow Agreement by the City Council of has been duly authorized by the City. (df) This Facility Lease has been duly authorized, executed and delivered by the City and constitutes the legal, valid and binding obligation of the City Escrow Agreement are enforceable against the City in accordance with their terms, limited only by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally, by equitable principles, whether considered at law or in equity, by the exercise by the State and its respective termsgovernmental bodies of the police power inherent in the sovereignty of the State and by the exercise by the United States of America of the powers delegated to it by the Constitution of the United States of America. (eg) The execution execution, delivery and delivery performance of the terms of this Facility Lease the consummation of the transactions herein contemplated and the fulfillment of or compliance with Escrow Agreement by the terms and conditions hereof, do City does not and will not conflict with or constitute result in a violation or breach of the terms, conditions or default (with due notice or the passage provisions of time or both) under any applicable law or administrative rule or regulation, restriction or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the City is now a party or by which it or its properties are otherwise subject or the City is bound, or constitute a default under any of the foregoing or, except as specifically provided in this Lease, the Escrow Agreement or the Site Lease, result in the creation or imposition of any prohibited lien, charge a lien or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge . (h) There is no litigation or encumbrance would have consequences that would materially and adversely affect proceeding pending or to the consummation best of its knowledge threatened against the City or any other Person affecting the right of the transactions contemplated by City to execute, deliver or perform its obligations of the City under this Facility Lease, Lease or the financial conditionEscrow Agreement. (i) The City will recognize economic and other benefits by the construction of the Project and the leasing of the Leased Property pursuant to this Lease; the City expects that the Leased Property will adequately serve the needs for which it is being leased throughout the Scheduled Lease Term. (j) The Base Rentals payable in each year during the Lease Term are not more than the fair value of the City’s use of the Leased Property during such Fiscal Year of the City. The Base Rentals and Additional Rentals payable in each Fiscal Year of the City during the Lease Term do not exceed a reasonable amount so as to place the City under an economic compulsion (i) to continue this Lease beyond any Fiscal Year of the City, assets(ii) not to exercise its right to terminate this Lease at any time through an Event of Nonappropriation or (iii) to exercise any of its options to purchase the Leased Property hereunder. The Purchase Option Price is the City’s best estimate of the fair purchase price of the Leased Property at the time of exercise of the Lessee’s option to purchase the Leased Property by paying the Purchase Option Price. The Scheduled Lease Term does not exceed the weighted average useful life of the Project or any other real property improvements currently located on the Leased Property. In making the representations, properties covenants and warranties set forth above in this subsection, the City has given due consideration to the Project, the purposes for which the Leased Property will be used by the City, the benefits to the City from the use of the Leased Property, the Lessees’ options to purchase the Leased Property hereunder and the terms of this Lease governing the use of, and the Lessees’ options to purchase, the Leased Property. (k) The City presently intends and expects to continue this Lease annually until all legal interests to the Leased Property are acquired by the Lessees pursuant to this Lease; but this representation does not obligate or operations of otherwise bind the City. (fl) No consent or approval The City is not aware of any trustee or holder current violation of any indebtedness requirement of law or the presence of any Hazardous Substance relating to the Leased Property. (m) The City has appropriated sufficient moneys in its General Fund to pay the Base Rentals payable in the City’s current Fiscal Year and the Additional Rentals estimated to be payable in the City’s current Fiscal Year. (n) To the best of the City’s knowledge, after due inquiry, the real property on which the Leased Property is located is not in a flood hazard area and has never been subject to material damage from flooding. (o) The City is the owner in fee title to the real property on which the Leased Property is located. No lien or encumbrance on the property materially impairs the Lessees’ use of the Leased Property or the Project for the purposes for which they are, or may reasonably be expected to be, held; provided however, the fee title of the City or is subject to a reversionary interest set forth in the Jefferson County Commissioner’s Deed which limits uses of the voters of the City, and no consent, permission, authorization, order Leased Property for purposes other than are currently intended or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Facility Lease or the consummation of any transactions herein contemplated, except as have been obtained or made and as are in full force and effect. (g) There is no action, suit, proceeding, inquiry or investigation before or reasonably expected by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of the City after reasonable investigation, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Facility Lease or upon the financial condition, assets, properties or operations of the City, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Facility Lease or the financial conditions, assets, properties or operations of the City. (hp) The lease City, together with the School District and use Apex, shall maintain and provide upon request by the Lender an inventory of all furniture, fixtures and equipment that make up part of the Leased Property Property. (q) To the extent required by the Pool IGA, the City are essential has complied or will comply with any public bidding requirements that may be applicable to this Lease and the construction of the Project. (r) All taxes, assessments or impositions of any kind with respect to the purposes Leased Property, except current taxes, have been paid in full. (s) The City warrants that it will not make, do, execute or suffer, any act or thing whereby the City’s interests in the Leased Property and in any property now or hereafter included in the Project shall be or may be impaired, changed or encumbered in any manner whatsoever except as permitted by this Lease. (t) The Leased Property is properly zoned for the purpose of the Project. (u) The City will obtain or cause to be obtained all licenses, permits and other approvals of any other governmental entity having jurisdiction over the City or the Leased Property that are necessary for the Project. (v) Fee Title to the Leased Property is and shall remain in the City, or a permitted assignee of the City, subject to the rights of the Lender hereunder and under the Site Lease.

Representations, Covenants and Warranties of the City. The City makes the following representations, covenants and warranties to the Authority as of the date of the execution and delivery of this Facility Lease:makes (a) The City is a municipal corporation and chartered city duly organized and validly existing under the laws of the State of California. (b) The City’s Charter and other applicable laws of the State of California authorize the City to enter into this Facility Lease and the Site Lease and to enter into the transactions contemplated by and to carry out its obligations under each of the aforesaid such agreements, and by proper action the City has duly authorized and executed each of the aforesaid such agreements in accordance with the City’s Charter and other applicable laws of the State of California. (c) The representatives of the City executing this Facility Lease and the Site Lease have been fully authorized to execute the same pursuant to a resolution an ordinance duly adopted by the City Council of the City. (d) This Facility Lease has and the Site Lease have been duly authorized, executed and delivered by the City and constitutes constitute the legal, valid and binding obligation obligations of the City enforceable against the City in accordance with its their respective terms. (e) The execution and delivery of this Facility Lease and the Site Lease, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereofhereof and thereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Facility Lease and the Site Lease, or the financial condition, assets, properties or operations of the City. (f) No consent or approval of any trustee or holder of any indebtedness of the City or of the voters of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Facility Lease and the Site Lease, or the consummation of any transactions herein or therein contemplated, except as have been obtained or made and as are in full force and effect. (g) There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of the City after reasonable investigation, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by this Lease, including the construction of the Project by the City as agent for the Authority, or the validity of this Facility Lease Lease, the Site Lease, or the Indenture, or upon the financial condition, assets, properties or operations of the City, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Facility Lease Lease, the Site Lease, or the Indenture, or the financial conditions, assets, properties or operations of the City. (h) The lease and use of the Leased Property Premises by the City are essential to the purposes of the City. (i) The City will comply with and carry out all of the provisions of the Continuing Disclosure Certificate executed and delivered by the City in connection with the issuance of the Series 2017 Bonds. Notwithstanding any other provision of this Lease, failure of the City to comply with the Continuing Disclosure Certificate shall not constitute an Event of Default hereunder; provided, however, the Trustee, to the extent indemnified from and against any cost, liability or expense, may (and, at the request of any Participating Underwriter (as defined in the Continuing Disclosure Certificate) or the Owners or beneficial owner of at least 25% aggregate principal amount of Outstanding Series 2017 Bonds, shall) or any such Owner or beneficial owner may, take such actions as may be necessary and appropriate, to cause the City to comply with the provisions of the Continuing Disclosure Certificate.