2026-014 Ordinance - Laserfiche WebLink

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period shall be computed by excluding the day upon which the period is specified to commence and including the last day of the period specified. Whenever the time for performance of an obligation occurs or expires on a day other than a Business Day, the time for performance thereof shall be extended to the next Business Day. ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1 Developer Representations and Warranties. Developer represents and warrants to the City as follows as of the Effective Date: (a) Developer is a corporation duly organized and validly existing and in good standing under the laws of Ohio. Developer has the necessary power and authority to enter into this Agreement, and this Agreement constitutes the valid and binding obligation of Developer in accordance with its terms. This Agreement and the transactions contemplated hereby have been approved by the members of Developer. (b) Developer is not, and will not become, a person or entity with whom U.S. persons are restricted from doing business with under the regulations of Office of Foreign Asset Control ("OFAC"), the Department of Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), the USA Patriot Act, or other governmental action. (c) There is no litigation pending for which it has received notice or, to its knowledge, threatened in writing against or by Developer, wherein an unfavorable ruling or decision is reasonably likely to adversely affect Developer's ability to carry out its obligations under this Agreement. Section 2.2 City Representations and Warranties. The City hereby represents and warrants to the Developer as follows as of the Effective Date: (a) The City has the necessary power and authority to enter into this Agreement, and this Agreement constitutes the valid and binding obligation of the City in accordance with its terms. (b) There is no litigation pending for which it has been served notice or, to the knowledge of the officers of the City signing this Agreement, threatened in writing against or by the City, wherein an unfavorable ruling or decision is reasonably likely to adversely affect the City's ability to carry out its obligations under this Agreement. ARTICLE III DEVELOPMENT SITE IMPROVEMENTS Section 3.1 Public Improvements. (a) The Public Improvements, if any, will include certain public access and parking areas within the Development, land, sidewalks, improvements, materials, grading, site work, -5- 19575939-4