80A - JT PH VISTA DEL RIO HOUSING

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the best of the Vista Del Rio's knowledge, threatened against or affecting Vista Del Rio or any property of Vista Del Rio before any Governmental Authority, except as disclosed to City in writing prior to the execution of this Agreement. 9.9 Bankruptcy. To the best of Vista Del Rio's knowledge, no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Vista Del Rio, nor are any of such proceedings contemplated by Vista Del Rio. 9.10 Information Accurate. To the best of Vista Del Rio's knowledge, all information, regardless of its form, conveyed by Vista Del Rio to City, by whatever means, is accurate, correct and sufficiently complete to give City true and accurate knowledge of its subject matter, and does not contain any misrepresentation or omission. 9.11 Conflicts of Interest. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his/her personal interests or the interests of any corporation, partnership or association in which he/she has a direct or indirect financial interest. The Vista Del Rio warrants that it neither has paid nor given, nor will pay or give, any third party any money or other consideration for obtaining this Agreement. 9.12 Nonliability of City Officials and Employees. No member, official or employee of the City or Agency shall be personally liable to the Vista Del Rio in the event of any default or breach by the City or Agency or for any amount which may become due to Vista Del Rio or on any obligations under the terms of this Agreement. 9.13 No Assignment. Vista Del Rio expressly acknowledges and agrees that the City and Agency have only agreed to assist the Vista Del Rio as a means by which to induce the Construction/development of the Property. Accordingly, Vista Del Rio further expressly acknowledges and agrees that this Agreement is a personal right of Vista Del Rio that is neither negotiable, transferable, nor assignable except as set forth herein. Vista Del Rio may assign some or all of its rights under the Agreement only with the prior written consent of the Executive Director of the Agency (such consent not to be unreasonably withheld), except that no prior consent is necessary for an assignment by an investor limited partner of Vista Del Rio to an affiliate, or as otherwise provided in the Deed(s) of Trust. 9.14 Applicable Law. This Agreement shall be interpreted, governed and enforced under federal and state laws. 9.15 Third Parties. This Agreement is made for the sole benefit of Vista Del Rio and the City and Agency and their successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the City hereunder or arising from any default by Vista Del Rio, nor shall the City owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the Construction of the Property. 20 80A-96