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(including contested liabilities) in accordance with generally accepted accounting principles or in
<br />accordance with such other principles or methods as are reasonably acceptable to Agency/City.
<br />901.7 Governmental Requirements. To best of its knowledge, Developer is in
<br />compliance with all Governmental Requirements relating to the Property and/or the Project and all
<br />Governmental Authority approvals, including zoning, land use, planning requirements, and
<br />requirements arising from or relating to the adoption or amendment of, any applicable general plan,
<br />subdivision and parcel map requirement; environmental requirements, including the requirements of
<br />the California Environmental Quality Act and the National Environmental Policy Act and the
<br />preparation and approval of all required environmental impact statements and reports; use,
<br />occupancy and building permit requirements; and public utilities requirements.
<br />901.8 Rights of Others. Developer is in compliance with all covenants,
<br />conditions, restrictions, easements, rights of way and other rights of third parties relating to the
<br />Property.
<br />901.9 Litigation. There are no material actions or proceedings pending or, to the
<br />best of the Developer's knowledge, threatened against or affecting Developer, any of the members of
<br />the Developer non-profit corporation, or any property of Developer before any Governmental
<br />Authority, except as disclosed to Agency/City in writing prior to the execution of this Agreement. If
<br />at any time during the Term of this Agreement there arises any material legal proceeding, real or
<br />threatened, to which the Developer entity becomes, or may be made a party, or to which any of its
<br />property is or may become subject, or any other event occurs, which could materially or adversely
<br />affect the ability of the Developer to carry out its obligations hereunder, Developer shall promptly
<br />(and in any event within five (5) business days) notify the Agency in writing.
<br />901.10 Bankruptcy. To the best of Developer's knowledge, no attachments,
<br />execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy,
<br />reorganization or other proceedings are pending or threatened against Developer, nor are any of such
<br />proceedings contemplated by Developer.
<br />901.11 Information Accurate. To the best of Developer's knowledge, all
<br />information, regardless of its form, conveyed by Developer to Agency/City, by whatever means, is
<br />accurate, correct and sufficiently complete to give Agency/City true and accurate knowledge of its
<br />subject matter, and does not contain any misrepresentation or omission.
<br />901.12 Conflicts of Interest. No member, official or employee of the Agency/City
<br />shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member,
<br />official or employee participate in any decision relating to this Agreement which affects his/her
<br />personal interests or the interests of any corporation, partnership or association in which he/she has a
<br />direct or indirect financial interest. The Developer warrants that it neither has paid nor given, nor
<br />will pay or give, any third party any money or other consideration for obtaining this Agreement.
<br />901.13 Nonliability of Agency/City Officials and Employees. No member,
<br />official or employee of the City or Agency shall be personally liable to the Developer in the event of
<br />any default or breach by the City or Agency or for any amount which may become due to Developer
<br />or on any obligations under the terms of this Agreement.
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