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<br />DRAFT 3/18/98
<br />
<br />ARTICLE H
<br />
<br />REPRESENTATION AND UNDERTAKINGS
<br />
<br /> Section2.1. By the Developer. The Developer makes the following representations, and
<br />undertakings:
<br />
<br />(a) The Developer has the legal authority and power to enter into this Agreement;
<br />
<br /> (b) If, to the extent allowed by law, the City makes available to the Developers the TIF assistance in
<br />the exercise of its reasonable discretion, the Developer has the necessary equity capital and will obtain commitments
<br />for mortgage financing necessary for construction of the Minimum Improvements;
<br />
<br /> (c) The Developer will construct the Minimum Improvements in accordance with the terms of this
<br />Agreement, the Program, the TIF Plan, and all local, state and federal laws and regulations;
<br />
<br /> (d) Upon completion of the Minimum Improvements, the Developer will operate and maintain the
<br />Minimum Improvements.
<br />
<br /> (e) The Minimum Improvements constitute permitted uses under City ordinance, are in conformity
<br />with the Program and TIF Plan, and will be constructed by the Developer at a market value of at least One Million
<br />Eight Hundred Thousand and 00/100 Dollars ($1,800,000.00).
<br />
<br /> (f) The Developer has received no notice or communication from any local, state or federal official
<br />that the activities of the Developer or the City in the Development District may be, or will be, in violation of any
<br />environmental law or regulation. The Developer is aware of no facts, the existence of, which would cause it to be in
<br />violation of or give any person a valid claim under any local, state or federal environmental law, regulation or
<br />review procedure.
<br />
<br /> (g) The Developer will obtain, in a timely manner, all required permits, licenses and approvals, and
<br />will meet, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which
<br />must be obtained or met before the Minimum Improvements may be lawfully constructed.
<br />
<br /> (h) Neither the execution and delivery of this Agreement, the consummation of the transactions
<br />contemplated hereby, nor the fulfillment of, or compliance with, the terms and conditions of this Agreement, is
<br />prevented, limited by or conflicts with, or results in a breach of the terms, conditions, or provisions of any corporate
<br />restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the Developer is
<br />now a party or by which the Developer is bound, or constitutes a default under any of the foregoing.
<br />
<br /> (i) The Developer will cooperate with the City with respect to any litigation, other than litigation in
<br />which the City and the Developer are adverse parties, commenced with respect to the TIF Plan, the Program, or
<br />Minimum Improvements; provided, that the Developer shall not be obligated to incur costs through the retaining of
<br />legal counsel or experts, or otherwise, in connection with such litigation.
<br />
<br /> (j) Whenever any Event of Default occurs and if the City employs attorneys or incurs other expenses
<br />for the collection of payments due, or to become due, or for the enforcement of performance or observance of any
<br />obligation or agreement on the part of the Developer under this Agreement, the Developer agrees that it shall, within
<br />ten days of written demand by the City, pay to the City the reasonable fees of such attorneys and such other
<br />expenses so incurred by the City.
<br />
<br /> (k) The Developer, in accordance with the City assistance policy, will create new jobs at a rate of 1
<br />job for each $25,000 in assistance. The amount of assistance used to determine the number of jobs to be created
<br />will be the total assistance listed in Section 2.2 (i) of the Development Agreement. The jobs created shall pay a
<br />minimum of Ten and 00/100 Dollars ($10.00) per hour excluding any benefits package.
<br />
<br />Page 5
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