Agenda - Council - 09/27/2011 - Special

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ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS Section 3.1 Representations and Warranties of the City and the HRA. The City and the HRA make the following representations and warranties: (a) The City represents and warrants that the City is a municipal corporation and political subdivision organized under the provisions of the constitution and laws of the State of Minnesota and has the power to enter into this Agreement and carry out its obligations hereunder. (b) The City represents and warrants that the development of the Development Property contemplated in this Agreement conforms with the development objectives of the Development Program. (c) On or about December 14, 2010, the City approved and adopted the Tax Increment Financing Plan and established the Tax Increment District which includes the Development Property and that qualifies as a redevelopment district under the Tax Increment Act. (d) The HRA represents and warrants that the HRA is a body politic and corporate under the laws of the State of Minnesota and has the power to enter into this Agreement and carry out its obligations hereunder. (e) The HRA represents and warrants that at a public hearing held on September 27, 2011 after published notice, the HRA's Board approved this Development Agreement and approved the HRA's conveyance of the Development Property to Developer pursuant to this Development Agreement and without public bidding, all as required by Minnesota Statutes Section 469.029, Subd. 2. Section 3.2 Representations, Warranties and Covenants of Developer. Developer makes the following representations, warranties and covenants: (a) Developer represents and warrants that it is a limited liability company organized, validly existing and in good standing under the laws of the State of Indiana, that it has the power to enter into this Agreement and to perform its obligations hereunder and by entering into and performing its obligations under this Agreement Developer will not be in violation of the its articles or bylaws. (b) Developer represents that Developer would not undertake the Project and in Developer's opinion, the Project would not be economically feasible within the reasonably foreseeable future without the assistance and benefit provided for in this Agreement. (c) Developer represents and warrants that neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any 2695614v12 7