HomeMy WebLinkAboutC.054.93011_0443 (2)for the Project and the Project will serve functions which are essential to the proper, efficient and
economic operation of the County;
the County has full power and authority to enter into the Basic Agreements and all other
documents to which it is a party to perform the transactions contemplated thereby, to carry out its
obligations thereunder and, by proper action, has duly authorized, executed and delivered such
Basic Agreements and other documents;
the County is not in default in the payment of the principal of or interest on any of its
indebtedness for borrowed money and is not in default under any instrument under or subject to
which any indebtedness for borrowed money has been incurred, and, to the best of its
knowledge, no event has occurred and is continuing that with the lapse of time or the giving of
notice, or both, would constitute or result in an event of default thereunder;
the County is not in default under or in violation of, and the execution, delivery and compliance
by the County with the terms and conditions of the Basic Agreements, to the best of its
knowledge, will not conflict with or constitute or result in a default under or violation of, (1) any
existing law, rule or regulation applicable to the County, or (2) any indenture, mortgage, deed of
trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or
restriction of any kind to which the County or any of its assets is subject, and no event has
occurred and is continuing that with the lapse of time or the giving of notice, or both, would
constitute or result in such a default or violation;
to the best of its knowledge, no further approval, consent or withholding of objection on the part
of any regulatory body or any official, Federal, state or local, is required in connection with the
execution or delivery of or compliance by the County with the terms and conditions of any
agreement with respect to the Project to which it is a party;
there are no liens or encumbrances encumbering any of the real or personal property which is
part of the Project other than the Deed of Trust and the Permitted Encumbrances (as defined in
the Deed of Trust);
there is no litigation at law or in equity or any proceeding before any governmental agency
involving the County pending or, to the knowledge of the County, threatened in which any
liability of the County is not adequately covered by insurance or in which any judgment or order
would have a material adverse effect upon the activities or assets of the County or that would
affect the Implementation of the Project, the validity of the Basic Agreements or the performance
of the County's obligations thereunder;
to the best of the County's knowledge, the Site is not now and has not ever been used to
generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process
Hazardous Materials and that no Hazardous Materials have ever been installed on such Site
except as otherwise disclosed in the Environmental Report dated April, 2002. The County
covenants that such Site shall be kept free of Hazardous Materials and shall not be used to
generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process
Hazardous Materials, except in connection with the normal construction, maintenance and
operation of the Project and in compliance with all Environmental Laws. The County shall not
cause or permit as a result of any intentional or unintentional act or omission on the part of the
County or any lessee, tenant, subtenant, licensee, guest, invitee, employee, agent or contractor,
the installation of Hazardous Materials in the Project or a release of Hazardous Materials onto
the Site or suffer the presence of Hazardous Materials on the Site, except in connection with the
normal construction, maintenance and operation of the Project and in compliance with all
Environmental Laws. The County shall comply with and ensure compliance by all sublessees,
tenants, subtenants, licensees, guests, invitees, employees, agents and contractors with all
applicable federal, state and local laws, ordinances, rules and regulations with respect to
Hazardous Materials and shall keep the Site free and clear of any liens imposed pursuant to such
laws, ordinances, rules and regulations. The County has not received any notice from any
governmental agency, entity or any other person who receives any notices from any
governmental agency, entity or any other person with regard to Hazardous Materials on, from or
affecting the Project. In the event the County does receive any such notices, the County shall
immediately notify the Lender. The County, at no expense to the Lender, shall conduct and
complete all investigations, studies, sampling and testing and all remedial, removal and other
actions necessary to comply with all applicable Environmental Laws; and